Penny and the Tin Man
by Sillva
Summary: A story of love, action, and "iron"y. Penny has officially enrolled at Beacon Academy but General Ironwood can't let her go on her own but. Normal soldiers would draw unwanted attention and he can't give such an important task to just anyone. So he sends his nephew and his team along with her. Will Penny and her new militaristic teammates be able to fit in?
1. Prologue

**Notes:** Hello and Welcome too the world of Penny and the Tin Man. Just wanted to say a few things before we get started. Firstly thank you for giving my work a chance I am still rather new to writing Fanfiction as a matter of fact this is my first one but. It has come a long way since it started and I am rather proud of it but. There is always room for improvement so I am always happy to hear your thoughts and feedback. Even if its just pointing out minor spelling errors its nice to know. Can't fix a problem I don't know exists after all lol. Anyway good bye for now and hope you enjoy!

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**Chapter 1**

Penny is not your average teenage girl. Rather I guess she would only be about three years old now, so teenage is not the right word for her but. With that said you wouldn't be able to tell difference just from looking at her. She is a very special young girl though for you see she is the first synthetic person able to produce an aura. She has also recently started classes at Vale's most prestigious school for training huntsman and huntresses Beacon Academy.

It was not easy to convince General Ironwood to let her attend but. She was determined and her father managed to convince him somehow. Under the conditions that she couldn't reveal her true identity and that she would return for routine maintenance. Which she found acceptable.

* * *

Some time has passed since then and we now find Penny walking down a clean white hallway, moving passed people in white coats and military uniforms along the way. She is on her way to meet with her father and General Ironwood. She is unsure why they have called her back so soon, after all her last maintenance check was just this recently. Worry begins to set in. "Did they find a problem?" She thought to herself as she runs a diagnosis check just to make sure she is in working order.

To her relief and confusion all systems seemed to be operating within normal perimeters. "What could it be?" she continued to wonder. Several feet and self issued questions later, she found herself at the entrance to her father's private laboratory. "With how much time he spends here it's become like a second home to him." Penny thought jokingly. As that thought faded a new one came to the forefront of her mind. "What is it that makes a place a home?" She wondered. She never really gave it much thought before now. "Is it the place that you are born? Maybe it's where your family is? "I have heard it called "A place to go back to". Do I have a home? Well I was not born but this is where I was created. I also have a father and a place to go back to (when in need of repairs that is). I guess that makes this place my home." She takes a moment to update her personal information, than continues through the doors leading to her father's office.

There she was met by her father, General Ironwood, and a third young man that she had not seen before. He was tall, well built, and very quiet. He had bright blue eyes and short dark hair that is slightly spiked upward, with two long strands hanging from the front. His body was covered in heavy armor and a large shield was mounted to his back. She also noticed a crest on the armors left shoulder. It depicted a silver almost metallic tree on a blue shield. For some reason she found herself locked onto him. She shook her head and turned back to face her father.

"Greetings father I'm home." She said trying to show a good smile.

"Hello Penny." Her father returns the greeting with a slight grin. "How have you been doing in school so far, having fun?"

Penny became excited at the mention of school. "Oh it was sensational! I learned so many new things and managed to make a lot of new friends. I think I may have even made an enemy." Thoughts of Cardin Winchester went through her mind before she quickly deleted them.

Her father began to chuckle loudly. "Wonderful my dear! It sure does sound eventful to say the least."

"Enough formalities, we are here on business professor." General Ironwood interrupts.

"Yes, yes of course Penny my dear there is somebody I would like you to meet."

The boy standing next to General Ironwood takes a step forward and starts to introduce himself "I am Axel Ironwood, reporting for duty sir!" He said while giving a salute.

A look of confusion soon came over Penny's face. It was clear she didn't understand what the boy was trying to do.

"At ease boy your being way too stiff you know." The Professor chimes in.

"He is just well trained is all." General Ironwood begins. "This is my nephew, from this day onward him and his team will also be attending Beacon. I felt I could knock out two birds with one stone and have you show him around the academy grounds."

"Also he will be acting as your security detail while you are both attending Beacon." Penny's Father clarifies. "You see we felt we couldn't risk anything happening to you but. We couldn't have normal security personnel look after you since it would likely raise eyebrows."

"So we settled on having another student take care of the job." Ironwood continues. "We couldn't just trust this to anyone of course, so I asked my brother if I could barrow his son for this important mission. Alex was top of his class over at Atlas and we expect no less from him here."

Penny turned to her new "babysitter" and said the only words that came to her mind. "It's a pleasure to meet you."


	2. The Pleasure is Mine

**The Pleasure is Mine**

Several days after Penny and Axel met a light transport ship baring the markings of the Atlas military zoomed across the sky over Beacon Academy. As it came in over the designated landing zone it's stabilizing thrusters began to flare bringing it to a steady hover above the landing pad. Then slowly descending for what the pilot referred to as a "perfect landing."

The doors on both sides of the ship swung open to reveal five young men and women dressed in Beacons trademarked black and red uniform.

The synthetic girl Penny and the soldier boy Axel Ironwood stepped off the ship with three other new students in toe. Penny turned towards Axel and began to speak. "I thought you were the only one sent to watch me, is that not the case?" She inquired.

Axel glanced down at the small robot and shrugged. "Well I am the only one assigned to your security detail but. I have a duty to my team as well. General Ironwood was generous enough to talk the headmaster into allowing them to join us here. With that said you do not need to concern yourself with them, they are only here to act as a support unit in case of an emergency which mostly includes helping to cover up your identity if something comes up."

"Speak for yourself Axel, I plan to thoroughly enjoy my stay here at Beacon." One of the other members of his team said happily. "By the way we have not been properly introduced. My name is George. George Bolt that is, I am a man of many callings and talents! I am a researcher, huntsman, and ladies man just to name a few but you need not fear you are under my protection now." The boy said while cupping Penny's hand. Before he gets jerked backward in what appeared to be a very painful yank of his shirts collar.

"Let's not forget perverted, Idiotic, faunus manic." Another sweet sounding voice chimed in. Penny's eyes scanned for the source of the sweet sounding voice and quickly zeroed in on a small figure standing behind George. The small figure belonged to a girl with short silky brown hair and bright amber eyes. She quickly crept out from behind George with a thin smile on her small lips. "Hello my name is Ember Wieldings. You can ignore this brain dead monkey he hasn't had his shots yet. Don't worry though I will be sure to take care of it myself later."

George looked unamused as he glanced back down at the girl gripping his collar. "Aren't you the monkey Ember?" He retorts as a small thin tail appears from behind Ember and gives him a good whack across the back of his head. "OUCH! You know I love it when you play rough." He says while gripping the back of his head in pain.

"I am mostly here to make sure this brute keeps his hands to himself but. I will be sure to help you out whenever you need it, since we are out numbered right now us girls need to stick together right?" Penny's face took on a rather confused expression but she simply nodded in agreement.

"That is enough you two!" Axel barks at them. Penny was surprised at the outburst but the two of them seemed un-phased. They must be used to his commanding presences Penny thought. He then placed a hand on her shoulder. "Don't worry they may seem a bit odd but they are good people. I am sure you will be come good friends."

Penny began to smile widely as she nodded to Axel. She then turned to face the rest of the group. "It's a pleasure to meet both of you." Her smile was quickly returned by both George and Ember. She then turned towards the last member of the group. He had remained silent the whole trip to Beacon. It made Penny a bit worried that she may have done something to upset him. "What about you?" He glanced over at her and simply shrugged. This action made Penny even more worried. The boy in question was tall dark and to some I guess you could call him handsome but. she didn't have enough data to say for sure if that was the case. "His build is nothing compared to Axel's broad figure…" She thought but didn't know why she felt the need to compare the two. Before she could analyze the meaning behind it Axel broke the silence.

"Sorry about him Penny, he doesn't mean to anything by it he just doesn't talk very much. His name is Ruin Rustwhel by the way. Ruin is very dependable in a pinch, so if I am not around you can trust him." Axel stated. "That is what I like about him frankly." Axel said half jokingly.

"_**OH THE GANG IS ALL HERE IT SEEMS****!**_" Penny heard coming from the direction of the school. She recognized the fast passed high pitched voice as belonging to Professor Oobleck.

"Salutations Professor Oobleck, I have returned and am reporting for duty!" Penny stated while giving a salute.

_**"ITS DOCTOR OOBLECK, I DIDN'T GET MY PHD TO BE CALLED PROFESSOR!" **_Oobleck stated before refocusing his gaze on the other members of Penny's new team. _**"SO CARE TO INTRODUCE YOURSELVES YOUNG HUNTERS?" **_

Shaking off the stupor that had come over him during Oobleck's sudden arrival Axel springs forwards and offers his hand to the Doctor. "Oh yes you must be the one they said would be meeting us. I am Axel Ironwood and this is my team George, Ember, and Ruin." Axel stated while motioning to each member of his team with his free hand.

Oobleck quickly grasped hold of each members hand and shuck them violently while speaking. "_**YES **__**HELLO AND WELCOME TO BEACON ACADEMY! I AM SURE YOU ALL MUST BE VERY TIERED FROM YOUR LONG TRIP! SO FROM HERE ON I WILL BE GUIDING TO YOUR NEW DORM ROOM!**_"

"Dorm room? You mean I have to share a room with these guys!?" Ember shouted while pointing towards Axel and George.

"**YES OF COURSE ALL TEAMS HERE AT BEACON SHARE A DORM ROOM****."** He then turned towards Penny and continued to vomit words at lightning speed.** "**_**AS FOR YOU MISS PENNY IT IS GOOD TO SEE THAT YOU HAVE RETURNED SAFE AND SOUND. I TRUST YOU ARE READY FOR THE UPCOMING TEST ON FAUNUS HISTORY?**_"

"I am always (combat) ready!" Penny stated happily.

"_**THAT IS THE SPIRIT MY GIRL NOW LET US GO.**_" Oobleck stated as he turned and lead the group to their dorm room in a manner that seemed more like a foot race than a tour.

* * *

A few minutes later after traveling across the whole campus in record time the group finally stud before their dorm room more ready to recharge, in at least one case more literally then the others. Then they have been in quite some time.

"_**HERE WE ARE I WISH YOU ALL A GOOD NIGHT! I HOPE TO SEE YOU ALL IN CLASS TOMORROW.**_" After Oobleck dumped that last line on them he sprinted away in a blur. As busy as always Penny thought to herself as a grin appeared across her face.

"Is he always like that?" Ember said breathing heavily.

"My records show that he has been that way for as long as I have known him." Penny responded.

"Commendable, dedication like that is rare these days." Axel explains.

"All right how about the four of us settle in and unpack. I got so many things I want to have Penny try on!" Ember cuts in.

"That sounds like a lot of fun!" Penny thought to herself until she she got the feeling something was missing. "Wait the four of us?" Penny asked in confusion.

"Yep you will be rooming with us from now on aren't yaw?" Ember said while tilting her head.

"That is true but that is not the problem here." Penny stated as she ran a head count against her mission roster. "Wait where is George Bolt?"


	3. Curious George

**Curious George**

In this world, the world known as Remnant there are many different types of people. And among the many different people that inhabit the world there are always those that seek the meaning behind their existence. For example there are those that seek answer though their relationships with other. Then there are those that dissect the world and its inner workings through vigorous research. And then there are those that seek a more direct approach such as explores. And finally there are those that wish to protect what few answers we already have, such as the military and of course the might huntsman and huntresses. Of course the world is never so simple and in the end there will always be those who can never stop searching no matter how much they gain.

George Bolt like many had always been curious about how the world around him worked and what kind of creatures made their home in it but. These curiosities of his only grow stronger and stronger as he grew and learned more about the world. Noticing his fever to learn his father decided to take George along on one of his many research expeditions into the wilds of the Grimm. George's father was none other than Professor Bolt one of the world's foremost experts on the Grimm and their behaviors. Ironically enough the one thing George never doubted was what he wanted to be when he grows up. He would become a huntsman and explore the world and find all of its mysteries. And these trips sparked an even greater hunger in George. He wished to seek even greater heights and further horizons so he always trained, studied, and socialized with reckless abandon. And for a time he believed he was destined for greatness but he should have known all too well that a monkey wrench could be thrown into his plans at any time and planned accordingly but. This is also something he loved about the world and embraced its unfair and hostile nature with open arms.

For George this wrench came in many forms but none greater then that of puberty. The moment he started to grow hair in new places, he also began to become more and more distracted by the opposite sex. Sure it was no strange thing for an adolescent boy to be interested in girls but. For him his explorer's instincts would often get the better of him. And what does this mean? Well in the simplest terms it meant he was a complete playboy. Much like how he would always seek out new mountains to scale he would always be looking for a new type of girl to "investigate", and of course the more exotic the girl the better. Which as many could imagine drew him towards the faunus like a moth to a flame.

Faunus fascinated George even before he became interested in girls. They came in many different shapes and sizes but, for the most part they were just like anyone else. They could walk up straight, they talked their tong, and they worked and attended school just like everyone else. These facts made George wonder why the faunus have always been treated so poorly for their small differences. He knew that he would have to investigate the matter further. And a few years and a few dozen faunus girls later and he had a realization. He felt like he finally got his answer. Of course how couldn't I see it before? He thought. It was so simple. All along it has always been one of mankind's most basic instincts, it was Jealousy!

Every Faunus is a little bit different but one fact remained the same no matter which kind it was. They had sharper hearing, enhanced strength and agility, improved eye sight, and even sharper teeth and nails. Now that he had all the pieces before him it was clear. For all of mankind's claims of superiority they were clearly playing the genetic second fiddle. And with human's hunger for greater heights George knew that they could never simply accept their clear disadvantage. Even he had a hard time swallowing such a truth but that is when George truly shines. It is at this time that he got a grand idea.

"Wait, what if I could fix all that?!" George asked himself and just as he had this realization he heard a banging sound coming from the door to his dorm room. "Who is there?" he asked.

"IT'S ME OPEN UP ALREADY FAUNUS MANIC!" The familiar voice of his teammate Ember came through the door.

"Sorry, I don't know anyone by the name of "ME" and there is nobody named "FAUNUS MANIC" here ether. Now if you would please leave I am in the middle of some very impor…*Crash*" George began before being interrupted by the sound of the door to his room being thrown from its hinges to reveal a very annoyed Ember Wieldings and the ever stoic Ruin Rustwhel with his leg extended in what appeared to be a kicking posture.

Before George could muster so much as a "what are you doing?!" Or even a "What the hell?!" he was grabbed by Ruin and hoisted up over his shoulders. "We are leaving for Vale in less then an hour you moron! Axel is already waiting for us so let's go!" Ember shouted with her tail and every hair on it sticking strait up. Even in this moment George couldn't help but be distracted. He could help but feel like she seemed much prettier when she was angry. "Now let's go Ruin I got his bags!" Ember shouted causing Ruin to shrug before they both bolted out the door.

This brings us back to where we left off. George prided himself on his physical ability but when something didn't interest him he would never bother to put to much effort into it. So in the end he just couldn't be bothered to keep up with the frantic speed of his new so called professor here, or was he a Doctor? Ether way George simply couldn't be bothered not when he found himself in a new place with new people. So he decided to take his time and use this chance to explore the grounds, and of course scout what fine ladies the Academy had to offer.

Wasting no time George quickly went on hunt looking for anything or anyone worth getting to know more about. Of course since the place was so very new to him he had much to explore. And with the Vital Festival under way there were even more people then normal. The promise of being able to meet with relatively like minded people from around the world was quite the irresistible draw. He could wait to mingle with a few of the most intelligent strategists and the strongest fighters the four kingdoms had to offer. And of course it didn't take him a long time to spot a few possible targets. As he made his way into what he could only assume was the cafeteria he spotted a rather high level group huntresses. Just about all the ark types were covered. There was a busty blond bomb shell, a young and naïve type, a snobby rich girl, and a moody beauty in black. He felt that the black one was his favorite out of the group though he wasn't sure why. He thought a moment about how to approach the group but. Before he could make a move an unknown and rather sloppily dressed monkey faunus boy soon came up to the table and took a seat next to the black beauty. Then another boy with blue hair and a red jacket came up next to the white haired princess and rapped an arm around her shoulder. By watching the group chat idly George could tell that he wouldn't likely get anywhere with this group any time soon. And besides the last thing he wanted was to get another monkey on his back so he moved on.

Pushing his way back through the crowd of students towards the exit of the cafeteria he was nearly beheaded when a red head dressed in pink started swinging a massive hammer around shouting something about pancakes. George was a lucky man to have reflexes quick enough to avoid the crazy hammer wielder. On closer inspection though he couldn't help but think she wasn't too bad but. He had long since learned his lessen when it came to crazy chicks and that was to never get mixed up with them so he continued out the cafeteria doors and into the courtyard. Once in the courtyard he began to survey his surroundings for any other places to investigate. The courtyard was relatively empty with only a few students to be found cutting through it on their way to other sections of the campus or just sitting around to kill time.

Unsure where to go from here he decided to do the reasonable thing and ask for directions. And he figured it would make for a good excuse to talk to somebody. So he looked around for anyone who didn't look too busy and the first person he came across was a girl resting at a nearby bench. The girl was dressed in different shades of brown and black and she wore a black beret and a pair of sunglasses. She was laid on the bench with her legs crossed and her hands behind her head. George could tell right away that this girl was what you would call a cool type. They were a good find but they had one fetal flaw that made him usual avoid them. "Hello there miss I was wondering if you could…"

George was interrupted when the girl leaned up and pulled up her sunglasses only to shoot him a powerful glare. "What do you want? Can't you see I am trying to chill out! Who are you anyway?"

"Oh right, how rude of me I am…" George was cut off again as he felt a new presence behind him. George spun around to see a guy so huge even his muscle bound tank of a leader would seem more next to him. He then glanced down to see a relatively smaller dark skinned boy with red hair and clothing. "This brings us back to why I don't bother with these types of girls. Cool types like this always have a posy and nine out of ten times they are tough guys who are always looking for a reason to show off." He thought to himself.

"This guys troubling you Coco?" The red haired boy asked while the bigger one simply stared down at George in a slightly threatening manner.

"That has yet to be seen Fox. Now what do you want?" The girl asked in a neutral tone.

"I just wanted to ask for some directions. You see I am a little lost at the moment. Umm would you guys happen to have a library around here?" George asked while scratching the back of his neck awkwardly.

The girl and her companions shot each other confused looks before she pointed towards a large building on the other end of the courtyard. "It's right over there now could you beat it, you're blocking the sun." George nodded before slipping his way past her companions and towards the far end of the courtyard.

He soon found himself entering the library. He was impressed by the libraries size. It was with out a doubt one of the biggest he had seen on a school campus and it had just about anything. Which was nice since it would mean his research wouldn't be hindered during his time here but. At the moment what he was seeking was not printed materials but rather something a bit nicer to look at. So he made his way through the rows taking in the faces around him until he reached an open area filled with tables and students at study. It was there that he spotted a promising prospect, a rabbit eared faunus girl reading by herself. "Oh that's a new one." He thought to himself while he approached her. Once he was within a few feet of the girl he began thinking about how to introduce himself but before he got the chance he noticed a small paper ball fly through the air and strike the bunny girls head. This caused George to freeze up for a moment out of confusion but the rabbit faunus showed no reaction at all which made him even more confused. Then soon after it was followed by several more paper balls ether striking the girl or landing near by. And the assault was followed by what he could only describe as sharp ear offending laughter. The girl slumped over in her chair and began to shake ether out of fear or anger. Having seen enough George's eyes pulled away from the girl to scan the room for the source of the laughter. He soon found them lock onto a group of four young men dressed in dull brown and gray armor which said to him that they were students here.

As you probably know by now George is a great many things a huntsman, researcher, ladies man, etc. but. Above all of these things he considers himself a gentleman. Before his hunters instinct or his researcher's reason could tell him to not get involved. He already found himself marching towards the boys table. Once in front of the table he could feel the boys gaze on him. The largest boy among them scoffed before speaking. "Hey who the hell are you? Get out of our space if you don't want us to pound your face in." The other three boys just seemed to nod in agree with the boys threats which lead George to believe that he had to be their leader.

"Apologize!" George declared undeterred by the boy's threat.

"What did you say?" The boy asks serious tone.

"You heard me carrot top. That is unless you're deaf and stupid. Do you really think its ok to pull crap like that in plain sight? You got a lot of nerve." George taunted.

The large red haired boy slammed his fist down on his table startling all the students in the room before standing up. His companions quickly followed and George heard panicked shuffling behind him as many of the students decided to go elsewhere. "Ah look at you, think you're tough huh? Come to think of it I don't recognize your face. You must not know how things work around here. Allow me and my friends here to educate you!"

The boy moved towards George with hatred in his eyes and the moment he got in close enough to take a swing he went right for George's face. George quickly raised his arms up to block the blow and he could feel the force of punch shoot through his body as his aura kick in to disperse it. George was surprised by the amount of power packed into the punch. He knew he would have to try to stick with evasion when dealing with him. He then took a few steps back and went into a real fighting stance. "Come on boy is that all you got? If it is I am far tougher then you!" George taunted again causing the boys fists to clench and for him to rush after George again.

"You are so dead you little punk!" The boy yelled as swung a punch at George again. This time George dunked underneath and delivered a punch to his attacker's crotch causing his aura to flare and for him to kneel over in pain. "AHHH, you dirty son of a… Do you know who I am?! I am Cardin Winchester!? You're going to regret messing with me!"

George feels like he has heard the name someplace before maybe in those mission fills they were all given at the start of this but. George was too busy working on his projects to look them over. With that said it didn't sound like anyone important so he kept it to himself. "Never heard of you and by the time I'm done with you, nobody will be able to tell who you are!"

The furry in Cardin's eyes grow even hotter as he glanced over at his companions who seemed to be having a nice chuckle. "Well, what are you waiting for!? Get this pick already!" He yelled out as he stud back up and jumped towards George to take another swing.

George quickly side stepped the attack then he followed it up by activating his aura and focusing it into the palm of his hand. Cardin spun back around and kicked towards Georges face but he held up his aura charged hand to block it. This caused Cardin's leg to violently bounce off of George's hand. Focusing even more aura into his hand George was then able to deliver a powerful blow to his attacker's chest. On contact the aura in George's hand seemed to jump directly into Cardin's armor before shooting out his back side sending him flying backward over their table.

The other three boys each shot each other a concerned glance before all taking a fighting stance and swarming around George. They each began punching and kicking in perfectly sync with one another. "These guys were tougher than they looked." George thought. George couldn't completely block or dodge the flurry of attacks being thrown at him but. Luckily his aura was able shield most of the blows but it was draining fast. He knew he would have to end this as soon as possible or he would be done for. It was at this time that he notices their leader had gotten back to his feet and was reaching inside a large bag at his seat. Cardin grinned wickedly as his hand rapped around and pull out a mace like weapon that seemed even larger then the bag that was holding it. Gripping the massive weapon with a killing intent Cardin began to approach the fray.

As he got closer Cardin's steady strut turned into a full blown charge. One member of his team ducked as Cardin came in swinging his weapon wildly. It was almost as if the boy was possessed by a Grimm. As Cardin continued to swing wildly and his teammates just nearly escaped getting hit themselves George decided it would be a good chance for him to turn their numbers against them. So he dodged under a swing and broke away from the group as best he could. "Hey is that the best you got?! I can do this all day!" George taunted them.

The four of them looked like they couldn't believe their eyes or their ears and all decided say screw it and charge back in all at once. George smiled as he dodged the first attack and quickly counted by grappling and moving the boy with the strange looking hair cut into the maces path. This caused the mace to land a direct hit on the boy's jaw knocking him to the ground. Using the moment of confusion he went on the attack focusing his aura into his feet and delivering powerful windmill kicks to the heads of both the remaining unarmed opponents. As they fall to the ground George refocus on their leader, which now he is looking even angrier than he did before. His aura glowing brightly as he rushes toward George with his mace held high above his head. George tries to dodge away from the incoming mace but, Cardin delivers an aura charged kick to his chest. "GUHH!" George groans as he stumbles backward

Even though most of the impact had been blocked out by George's aura the force of the blow was still enough to completely knocked the wind out of George. While trying to catch his breath Cardin took another swing which he narrowly managed to avoid but he lost balance and fell to the ground gasping for air. He knew his aura had to be in the red by now so he could take any more of those hits. "This is very bad I have to…" Before he could finish his thought Cardin was on the attack again. His attacks were calmer then before and far more focused. "I guess this guy can fight after all." George thought to himself before Cardin landed a second blow to the back of George's leg tripping him. He then raised his mace up above his head for what looked like would be the finishing blow but. Then a book nailed his would be executioner in the back of the head.

This was followed by a weak and panicked yell. Stop it already! It was the rabbit girl from earlier. "ha I almost forgot she was there. Why didn't she run away?" George asked himself.

"What you want some now too freak!? Don't think I will hold back on you just because you're a girl!" Cardin shouted while making his way towards the rabbit eared faunus girl causing the girl to shriek.

"Great" George thought. "I can't sit back and let the girl I was trying to protect save me instead and get hurt in the process. I don't think I would ever be able to live that disgrace down. I guess I have no choice but to use that. It has not been properly tested yet but, my calculations should be perfect and what better test then in the field right? It will work I am sure of it!" George said to himself before pulling out a small syringe filled with a strange glowing red liquid. He then pulls up his sleeve and sticks it directly into his right arm. Once he had emptying its contents, he began to feel a painful burning sensation shooting through his whole body. His body then began to twitch and he suddenly erupted in a chorus of agonized screams.

When Cardin heard this, his attention is pulled back towards George. He said George with his arms rapped around himself shaking violently and since he was unsure of just what in the world was happening. He just watched as George's body began to change. His wounds begin to heal as his skin pealed from his body to reveal a hard and scaly skin underneath. Then George's nails and teeth grow long and sharp. Then finally his eyes turn a deep shade of red with an almost cat like appearance to them.

Cardin is in shock and disbelief. "Just what the hell are you, you freak!?" He demanded.

"I am a great number of things Cardin! For starters I am a huntsman, a researcher, a ladies' man, and of course I am a bit of a faunus manic!" George declared in a slightly distorted voice before rushing towards Cardin with lighting speed.

Cardin defended against the oncoming attacks as best as he could while George relentlessly assaulted him from what had to seem like every direction at once. Cardin began to swing his weapon around wildly just hoping to land a lucky blow. George easily evades the attacks and went in for a counter by landing a solid back flip kick to Cardin's chin. This causes him to tumble backwards onto one knee. Before he could even think about getting back to his feet, George dug his razor sharp nails right into the back of Chardin's right leg rending his flesh and muscle alike disabling him but. George wasn't done yet as he soon followed this up with a brutal leaping kick to his left side cracking bones and sending him flying across the floor to land in a heap.

Cardin was now lying motionless on the floor with his now recovering teammates moving in to protect him. "I am not done yet!" George screams as he was readying another attack but. Suddenly he was grabbed by the arm, it was the faunus girl. "That's enough the teachers on the way!" George begins to come back to his senses as she pulls him out of the library.


	4. Search and Rescue

**Notes: To clear up some confusion this chapter use to be a set of two chapters but as of 09/25/15 I have updated them and combined them into one chapter in order to be more in line with the rest of the work. If you have read these chapters in the past you will find that they are far more detailed now.**

* * *

**Search and Rescue**

When we last left are hero's George Bolt created quite the uproar in the library but not nearly as big as the one his team did when they discovered he was missing.

* * *

**"THAT LOW DOWN GOOD FOR NOTHING DIRTY APE! WHEN I GET A HOLD OF HIM HE WILL REGRET EVER BEING BORN! I MEAN REALLY I TAKE MY EYES OFF HIM FOR ONE MINUTE AND HE DISAPPREARS! I SWEAR…"** Embers rant was cut short as Ruin pats her on the shoulder and shrugs before making several gestures with his hands.

"I don't have enough data to say for sure but. It seemed as if Ember could understand Ruin's simple gestures almost like another language." Penny thought to herself. She then decided it would be best to try and defuse the situation. "I am sure he is just lost, after all Beacon Academy is a big campus. Even when I use my GPS program I have lost my way a few times." She explains.

Axel nods in agreement before speaking himself. "Penny has a point. We need to hear his side of the story first. Then if we don't like it we can kill him."

"Fine but one problem, how are we going to find him? Penny just said she has trouble finding her way around in this place and we just got here. So how do we even begin to look for George in this massive place?" Ember complained.

The group breaks out into a heated brainstorming session. The ideas thrown around ranged from crazy to downright impossible. The group was getting no place fast and Ruin had long since lost interest in the conversation. So he had been staring out of the dorm room's window for the last few minutes. As a sniper he enjoyed mapping out the grounds in his head. Thinking of good vantage points and the best ways to attack and defend each location if the occasion came up. When he was nearly finished his attention was drawn down towards the ground and he noticed a pair of faunus like figures running out of the forest like they were trying to escape from something. He reached into his nearby bag and pulled out a pair of military grade binoculars to take a closer look. He soon noticed that the male faunus looked very familiar he looked just like George… With a pack of Grimm on his tail! Ruin began to flail wildly to get the attention of his team.

"Oh is this charades?! I have always wanted to play!" Penny declared in excitement.

Ruin palms his forehead and hands the binoculars to Axel as he push's him towards the window. "What is it Ruin? We are still in the middle our strategy meeting." Ruin then points him in the right direction. Axel then decides something must be up so he uses the binoculars to take a closer look. "Well look what we got here!"

"What is going on out there Alex did you spot him?" Ember inquires.

"I can't say for sure if it's him or not but one thing is for sure. It's time to suit up team, it seems killing him may have to wait."

* * *

A few minutes earlier we rejoin George as he is pulled down the hallway by his new rabbit eared companion.

**"Hey what are you doing?! Let go, I can take them!"** George says in a distorted voice.

"That's not important right now! If professor Goodwitch finds out you were fighting on campus, she will rip you a new one. Since I haven't seen you around before and you picked a fight with Cardin I am guessing you're new here. Last thing you want to do on your first day is get on Goodwitch's bad side. Well that or get anywhere close to Cail from team CRUS but she is another story."

George remembers Goodwitch from the information sheets he was given at the start of this mission. If it was her that was disciplining him he didn't think he would mind getting punished too much. Though of course he chooses to keep that one too himself. "Hey bunny girl, where are we going anyway?" George inquired.

"Anywhere else, what can't you hear them chasing after us? Also it's Velvet by the way, Velvet Scarlatina. How about you, do you have a name?"

"The name is George. George Bolt and who is chasing us?" As he says this he begins to realize how much his hearing has improved. It was almost like the world around him was filled with white noise. Out of the chaos he picks up loud footsteps joined by angry voices moving in their direction. He couldn't really make out what they were saying but. He could tell it was two of Cardin's team members and he could make a guess what they wanted from that. For a moment he wondered what happened to the third member of their group. He could only guess that the third member was attending to their injured leader.

"These guys don't give up I will give them that much." George said in a slightly annoyed tone.

"You shouldn't have started things with them you know, they can really hold a grudge!" Velvet said in a panicked voice.

"Hey they had it coming! I just can't stand people like that." George declared.

Velvet sighed and began to speak "Well nothing we can do about it now. At the end of this hall there is a door that leads to the out side. It is close to the forests edge we can lose them in there." A moment later just as she said they had reached the doors leading to the outside. They pushed the doors open and then they both sprinted for the mouth of the forest with the two boys giving chase soon after one being Russel Thrush and the other being Sky Lark both of team CRDL. As they came to the entrance of the forest the two boys came to a stop and turned to face each other as a set of grins appeared across their faces.

* * *

George and Velvet just kept on going for several more minutes until they had to stop in order to catch their breath. "Did… we… lose… them?" George squeezes out in between breaths while confused look takes over his face.

Velvet's large brown rabbit ears twitch back and forth violently for a few seconds before seeming to deflate. "I don't hear them anymore, so I guess we did." Velvet says with a sigh of relief.

Suddenly two flares fly high into the sky above them and explode with a particle like effect you would come to expect from dust based explosives. Almost in sync Velvet and George swear under their breath. Because they both recognized the type of flare that was just fired and know it means trouble. "Those flares are designed to draw in large groups of Grimm for advanced combat training!" George mutters to himself. He almost feels like he needs to apologize to the girl next to him. Not just for dragging her into this mess but for his father creating such a thing. The moment he finished this thought he could hear Grimm coming from almost all directions. "We need to get out of here now!" George says in a panic.

"I am already on it!" Velvet states as she leaps to her feet and gets a head start on George.

"Hey that's not fair!" George says as he gives chase. Once he catch up to speedy rabbit faunus a question accurse to him. "By the way don't your weapon lockers double as rocket transports? Shouldn't you call for your weapon?" He asks.

"Ya they do but I don't want really want to waste it here! I spent all year building it up you know what I mean?" Velvet says with a sad look in her eyes.

"No not really… What do you mean waste it!? Does your weapon only have one use!?" George shouts with a very confused look in his eyes.

"I'm sorry I just can't use it now, and what about you don't you have a weapon!?" She snaps back at him in a slightly annoyed tone.

"Hey as you guessed earlier, I just got here today so I haven't even been assigned a locker yet." George responds.

"Well that's just great what are we going to do now…" Velvet began before the pair came face to face with a massive pack of Beowolves. As a flock of Nevermores appeared over their heads and begins to circle.

"Well it looks like we will have to fight our way through" George says as he readies his claws.

They two of them rush forward kicking and clawing through the Grimm with everything they have but. Their numbers seem endless and George's aura has yet to recover from his last encounter leaving him little room for error. So he focuses on evasion above all else. George was surprised by Velvets skill in hand to hand or in this case hand to claw combat. Despite her timid nature she can really hold her own in a fight. "Her leg strength is unreal, it's got to be that rabbit faunus blood of hers. Man faunus really are lucky." he thought to himself.

After a few minutes of constant combat they finally broke through the tree line out into the open area near campus once they made it there the Grimm wouldn't stand a chance but. The Grimm had no intention of giving up their pray and continued to press their attack. Even with their goal in site their energy was completely drained. George knew what he would have to do if ether one of them was going to have a chance.

George turned to face the incoming Grimm horde and went into a fighting stance. "Get out of here Velvet I will distract them!" He said while trying to sound as heroic as he could.

"Please don't give me that crap! You and I both know that you're in no shape to face them on your own and we are both getting out of this no matter what!" Velvet said unshaken by my words.

Suddenly as if on queue a rocket zoomed past them and struck right in the middle of the incoming horde. It was soon followed by machine-gun fire ripping through their ranks. Then George heard a sound that would normally bring him dread but not today. Today it was the most beautiful sound he had ever heard.

"Hey you look even dirtier than normal George, what did you do to yourself!?" George looked up to confirm his suspicions and he spotted the brown haired and hot tempered monkey girl known as Ember Wheldings. Ember was hovering above the ground with a thruster pack and a set of matching thruster boots. Ember's small mouth then seems to form an impossibly large grin before speaking. "Well don't worry you dirty monkey team GEAR has arrived to save your candy ass!" She then presses a button on the side of her head which causes a helmet to unfold from behind her head and cover her face. "Now then how about a little warm up!" She shouts while a pair of arm mounted machine-guns begin to rev up.

* * *

Meanwhile a several yards away Axel and Penny make their way into the mouth of the forest and towards their companions. Axel presses his fingers to a headset he was now wearing and listens in. "Ember has made contact with the target. I repeat Ember has made contact with the target! Penny and I are moving into position now. What is your status Ruin?" Axel says through the head set.

Axel quickly glances down as his wrist mounted scroll flickers to life displaying a message. "Ruin – All Green. I am in position and ready to lay down cover fire." Axel can't help but feel like it would be so much easier for him to just tell him that over the radio but. He understands Ruin's reasons and don't press the matter.

He then glances back at Penny who is following close behind him. He then speaks to her directly while speaking over the radio. "Alright everyone, we are dealing with Grimm here so you know the drill. Weapons are hot and exterminate with extreme prejudice."

Penny almost seems to almost burst with excitement. "Live combat, oh this is Sensational! I have not gotten the chance to perform a field test since that incident at the docks!"

"Penny, this is not a game. Lives are at stake so I am going to need you to focus! Now can you tell me where your head is at?" He asked.

"My head? It is between my shoulders is it not?" Penny says with a confused look.

Axel sighs as he starts to clarify. "What I am saying is I don't know if you're in the right state of mind to be out there."

"I am combat ready!" Penny declares giving a determined salute.

"I hope your right. Because one way or other we will be fining out very soon." Axel said right before they reached the clearing where their comrades were currently locked in combat with a horde of Grimm. Axel was slightly relieved to not spot too many large Grimm mixed in with the group. Once they made it out into the open it didn't take long for the Grimm to notice the fresh meat as they approach and move in for an attack. "Here they come Penny."

Glanced over the approaching enemies and her eyes narrowed as the Grimm enter her sites. "Target's located, target's locked, combat mode engage!" She declared as her back panel opened to reveal a set of bladed guns that soon split into about ten identical bladed weapons. They all shot out in different directions before seeming to stop and begin floating in mid air but. To the trained eye it becomes apparent that they seem to be attached to a set of raiser thin wires.

Penny began to walk towards the Grimm for a few steps before breaking into a run and leaping forward into the air spinning several times before landing in the center of the horde crushing the ground below her feet as she landed. Wasting no time her weapons began their onslaught, they all began to take aim and charge up green energy before firing laser blasts at the ground around her landing zone killing nearly half a dozen Grimm instantly. Without missing a beat several of her weapons extended and switched into a blade mode before flying off to cut down the nearby survivors. Penny then glanced up to see that the Nevermores have taken notice of her. Her blades then begin to spin around her body in a defensive pattern as Nevermore feathers rain down from the sky above her. After the dust of the attack subsided, Penny emerged from a pile of shredded black feathers completely unscratched and began to fire laser blasts towards the sky slicing several Nevermores apart.

Axel can't help but take a moment to marvel at her destructive power. He had seen some of her early blue prints, at least what he had clearance for. So he had some idea of what she was capable of. But seeing her in action was a completely different story. He now felt reassured in the importance of his mission. He couldn't let such a powerful weapon fall into the hands of those who would miss use it. It didn't matter what it would take he would see to that. Moments later Axel was broken out of his thoughts as a massive Ursa approached him. An Ursa Major is what they were called. Much larger and stronger then a normal Ursa and it was ready to charge. Sure enough the Ursa got down on all four and let out a savage roar before practically throwing itself at Axel Axel went into a defensive stance and waited for the beast to close the distance. Once in strike range the Grimm pulled its arm back for what was sure to be a powerful swipe with its claws. Axel remained unmoving as the Ursa's deadly razors came down on top of him. Right before the claws made contact with Axel's body his aura began to flare brightly. As the claws made contact with Axel's chest, they shattered into pieces. This caused the beast to reel back in pain and confusion. Axel still stud motionless seeming completely un-phased by the attack. Only now Axel's whole body now looked as if it had taken a dip in a vat of molten steel. From head to toe his skin was covered in a metallic shell.

"Are you in pain monster? Don't worry I will make this quick." Axel said as he began to move towards the Grimm. As he drew closer he pulled a large heavily steel plated shield out from behind his back. The shield was nearly two inches thick and large enough to cover his whole backside. He placed the shield in his right hand and it seemed to lock in place with a click.

The Ursa had now recovered and began to roar in anger before once again charging towards Axel. Axel matches the beasts charge with his shield held out in front of him like a battering ram. The two soon slammed into each and began to clash. Axel slammed his shield into the Grimm knocking it onto its back before he jumped into the air directly above the downed beast. Once he was above the Grimm he reached behind his shield and flicked a switch causing a set of twin stainless steel blades to extend from the bottom of the shield. He then lands on top of the Ursa with a heavy thud and impales it through the chest with both blades. Axel then flicks another switch and pulls a trigger under the shields grip extending and firing a mini-cannon mounted between the blades on the bottom of his shield directly into the Ursa's chest. The space between the Ursa and Axel's shield soon erupted in bright fiery blast that completely blow the Grimm apart. The force of the blast was so intense that ground beneath the Grimm crumbled and black limps were sent flying in every direction. When the blast cleared it only left Axel standing in its wake. Axel's aura flickered but his steel shell remained in place and he simply dusted himself off before looking for new targets. Sure enough a group of Beowolves and lesser Ursa had already surrounded him. Axel stud silently glancing over the new enemies before him. He then let out a long sigh and ejects a large shell casing from his shield. He then reaches into a small pouch attached to his belt and pulls out another to replace it. "Alright monsters let's do this." he says as he rushes towards the horde of Grimm.

Seeing this Ember begins to chuckle to herself. "Well it seems those two are in top form today. Hmm well I guess I can't say for sure since this is the first time I have seen Penny in action." She says to herself while hovering over the battlefield. She then glances over to George who was currently locked in a melee with a lesser Ursa. "Hey George need a hand down there?"

"Oh hey what's up Ember, no need for you to over exert yourself on my count!" George says with a clear touch of sarcasm in his voice.

"Oh sorry, I just thought you looked like you were having so much fun. I didn't want to get in your way." Ember states with a smirk.

"Whatever could you just help us out already?!" George pleads.

"Oh fine! By the way before I forget you may want these." Ember says while she reaches behind her pulling a bag off of her shoulder and throwing it down to George.

Noticing this George quickly breaks away from the Ursa and grabs the bag out of the air. He then reaches inside and pulls out twin short swords with brass knuckle like grips and a strip of throwing knifes which he quickly dawns. He looks up to thank Ember but notices a flock of Nevermores have begun to swarm in from behind her.

"Ember, look out behind you!" George shouts as he pulls several throwing knifes from his strap and his aura begins to glow. He then snaps his wrist flinging them into the air.

Ember quickly fires her thrusters to launch herself forward just in time to evade a snapping beak. Then Georges knifes fly past her and not just plant themselves but push all the way through one of the two of the Grimm's throats. She then turns to face what's left of her would be attackers. She raised her arms to bring them level with her enemy and let loose a barrage of gun fire from her twin arm mounted Gatling-guns. She began to pick the Grimm off one after another until one of them dodged away from the gun fire and began flapping its wings violently, launching a barrage of massive razor sharp feathers in her direction. Before she could react, the crack of an incredibly loud rifle echoed through the clearing over and over again as the feathers were blown apart.

George knew this sound all too well and using his new and improved senses he quickly scanned the area for its source. He soon zeros in on the sound and spots Ruin all the way back on campus perched on top of one of the buildings with his favorite sniper rifle known as the Screaming Banshee. Ruin then proceeds to let loose a storm of echoing near ear rending cracks from his rifle. Each one followed by the pained or angry howl of a Grimm as one fell to the ground with a new hole in its head.

"Your team is really something aren't they? Velvet asked in amusement.

"Yep they really are but, just for the record they are not as good as me!' George said with a wide smile as he leaped back into the fray with his blades at the ready. With his competitive spirit going into full drive he began to cut through Grimm after Grimm without any sign of slowing down. George was soon joined by Axel and Penny and the group was soon perfectly in sync with each other, blasting and slashing the Grimm with ruthless precision. Though despite this there still seemed to be no end in sight as more and more Grimm came out from behind the tree line. "So fearless leader what's the plan for getting us out of here?" George inquired.

"I am still working on that one I am afraid." He said jokingly.

George looked like he wanted to complain but before he could get the chance Velvet's spoke up. "Guys I don't think that will be a problem!" She said while her ears twitched in excitement. A look of confusion came over the group until George realized what she was talking about. A moment later a Bullhead transport ship appeared over the clearing above them. The doors of the ship swung open revealing three Beacon students that Velvet recognized to be her teammates and she shot them a spirited wave. They seemed to notice Velvet as one of them to step forward with a small bag. The girl Then pressed a switch on the bag causing it to unfolds into a massive mini-gun that didn't look like it could possibly fit into the small carry on. The gun then sprang to life and opened fire on the Grimm below. The unknown girl completely ripping apart everything that got within her line of fire. Each round ripping through flesh and bone like it was nothing but wet tissue paper and leaving nothing but dust in its wake.

Once most of the Grimm had been wiped out the ship pulled in close to the ground and the girl stepped forward saying only one thing to the lot of them. "Everyone get on this ship, right now!" Which as it turned out was a rather easy order to follow at least given the alternatives. With everyone but Ember and Ruin on deck the ship pulled away from the ground and back towards the academy.

"Hey wait up!" Ember shouted as she gave chase with impressive speed. She soon managed to catch up with the small aircraft and dove inside. Once she was inside the ship she turned to the still open door facing the academy and gives a few quick hand signals. Seeing this Ruin quickly dismantled his rife and vanished form sight. As she began to stand herself up the doors of the ship slid shut and they were on their way.


	5. Speak No Evil

**Notes: This chapter use to be a two different chapters but I have edited them together and made them both a bit better. This change was done on 10/04/15.**

* * *

**Speak No Evil**

A feeling of déjà vu struck the members of team GEAR as the Bullhead drop ship they were picked up in flies over the Grimm infested forest below and back towards Beacon Academy. Designated landing zone was fast approaching but the awkward silence that had taken over the vessel made it seem like light years away.

The interior of the ship was so quite you would think it was a mime convention. On one side of the ship stud most of team GEAR minus one Ruin Rustwhel and add in one rabbit eared faunus named Velvet. On the other side stud Velvet's team otherwise known as team CFVY. Axel remembers them from some files he was given before the start of his mission here. From what he could recall the team is lead by a girl named Coco Adel. She is known to be a strong fighter and a good leader, which he wouldn't doubt after the display she put on a moment ago but. She is also known to be a showboat with complete lack of self control. This is a fetal weakness when on the battlefield. The other two members are known as Fox and Yatsuhashi. Very little detail was provided on the two of them however they don't seem like the talkative types. Because of this the silent stares kept going for quite some time. The expressions of team CFVY were a mixed bag of worry and disappointment directed mostly at Velvet. As well as anger and confusion directed at the members of team GEAR.

Penny was the first to break the silence. "Hello, umm it's a pleasure to meet all of you." Her tone was nervous but it was sincere. Everyone on the ship was now focused on her which did little to help relax but she pressed on. "I umm, I am Penny and these are my teammates and we are team GEAR." She said motion towards the other three members of her new team. She then faced towards team CFVY who and lowered her head. "You really helped us out of a jam back their, you have my sincerest thanks you guys."

The members of team CFVY all gave each other a confused glance or shrug before one of them finally stepped forward. The girl in question was dressed in browns and chocolate colors. Her head was covered by a beret and her eyes by a dark set of shades. Penny recognized her as the same person who had dispatched the rest of the Grimm. If Penny recalled correctly her name was Coco Adel and she was the leader of team CFVY. Coco cleared her throat before speaking. "I would like to say your welcome but, there are a few things I would like to know. First of all there is no team by that handle at Beacon and there is no P in GEAR. So who are you really?" She said in a suspecting tone.

George follows soon after her. "Oh that's because we just transferred here from another school. I have also been wondering about that name myself though. Why is it that Penny is not included?" He asks while turning towards his other teammates.

Ember shakes her head before responding. "You would already know that if you were there for the tour. Teams are made up of four members here at Beacon. Since we had one extra, Penny was chosen as are back up member. She will not need to take part in all team based exercises but. She will be able to take part in any of our missions."

George nods along and then begins to rub his chin. "Hey wait moment. I remember hearing something about the team name always starting with the first letter of its leader's name. Does that mean that I am team leader?" George asks with excitement in his voice.

"Yep but don't get too excited monkey. The way that I hear it, the leader is almost always the most inept on the whole team. It's something about building character or some crap like that. So I guess it fits you perfectly." Ember says holding back laughter.

This comment seemed to strike a nerve as Coco began to glare before breaking into an angry rant. **"ALRIGHT SO WE KNOW WHO YOU ARE BUT! WHAT WE DON'T KNOW IS WHAT HAPPENED OUT THERE AND WHY YOU DRAGGED MY TEAMATE INTO IT! IF I DON'T START GETTING SOME REAL ANSWERS AROUND HERE I AM GOING TO GET REALLY ANGRY!"**

"Aren't you already angry?" George retorts before stepping back as Coco jumps towards him like she was going to punch his lights out.

Velvet tries to break in. "I'm so sorry Coco it's not their fault! George was just trying to…"

Velvet was quickly cut off as Coco pushes her way past Velvet and toward George. "SO IT WAS YOUR DOING!" Coco yells before reaching out and grabbing George by the collar of his shirt and lifts him off the floor of the ship with a single hand and cocks back her second hand forming a fist.

George puts his hands up in surrender. "Hey I'm really sorry I didn't mean to get her involved in all that. I was just…" George tries to explain before Coco releases her fist and nails George in the jaw knocking him onto the floor of the ship. Gasps rang through the ship as Ember and Penny moved to check on their teammate but Coco showed no signs of satisfaction as she went in for more. Before she could reach the now sprawled out body of George, Axel stepped out in front of her.

Coco glared up at the face of the massive form that was now blocking her way. He was almost as big as Yatsuhashi but her falsify has always been the bigger they are the harder they fall."Get out of the way!" She demanded.

Axel's face showed little emotion he simply glanced down to meet her glare and told her what he thought. "I refuse." Coco's eyes began to smolder and Axel's aura started to flare.

"Fine than I will make you move!" Coco screamed as she launched another punch, nailing Axel square on the jaw with loud a cracking sound echoing throughout the ship. Coco stepped back shaking her hand in pain. "Ouch! What is your face made of lead!?"

Axel still stud unmoved but now with his metallic form returned. "It's steel if you must know, maybe you will think before you start throwing your fists everywhere." Axel now seemed as stoic as ever but, on the inside he was also screaming in pain and his mind was racing. "Note to self, next time move! That girl hits like a truck! How that is even possible is beyond me!" He thought to himself.

It was clear that Coco didn't care for Axel's attitude as she began to speak again. "Why you, who do you think you are!?" She asked while she reached for her bag. This action sends her teammates into a panicked scramble to restrain her. The large one known as Yatsuhashi grabbed her by the waist and hoisted her up while the other member Fox snatched her weapon. **"HEY WHATS THE DEAL LET GO?! LET GO I SAY, THAT'S AN ORDER DAMN YOU!"**

Velvet walks up to Coco and looks up at her to speak. "That's enough Coco! We all have had a rough day but I'm ok now. And it's thanks to all of you. I don't want to see you fighting like this. So can't we just go home and put this behind us." Velvet's eyes were glittering like a pouting poppy.

Coco glanced down at her friend and went limp and let out a sigh. "Ok, ok fine I get it. I won't fight them so let me go already." Yatsuhashi returned his leader to her feet and Coco reached out her hand to expect her weapon. "But you better tell us all the details when we get back." Coco then set her sights on the members of team GEAR. "As for you guys I suggest you be more careful from now on, you got me?" They all soon nodded to her without much hesitation.

"Hey kids I hope you're done playing around back there because we are about to land." The pilot said over the intercom as the ship came to another perfect landing.

The two teams shared one final glance as they disembarked and waved each other goodbye. Another since of déjà vu sets in as team GEAR approached the academy on the same path they had traveled just that morning. "It sure has been a hectic morning huh guys?" George asked.

"Ya thanks to you, stupid monkey." Ember grumbled. George seemed too worn out to both retorting and he could tell from Axel's tiered glare he was not in the mood to break them up.

"Well it sure was an interesting morning. I can't wait to tell the rest of my friends." Penny said happily.

As they came up on the main court yard they spotted Ruin waiting for them in front of center statue depicting a group of hunters on top of a cliff side and a Grimm below it. Ruin had already spotted them and began to wave them over. "Did anyone notice the commotion?" Axel inquired as her got within ear shot of the silent sniper. Ruin simply shrugged and Axel seemed to take it as an all clear as he proceeded to lead the team back to their dorm room.

After they finally entered the room Ember rushes over to her bed side. "I guess it really has been an eventful day." She says while she slumps into her bed. "Sleep is calling my name."

"Tell me about it. I have not been this wiped out since that one time you forced me to carry your shopping bags. I don't know how Ruin puts up with that every week!" George says jokingly. Ruin and Ember give each other a glance and quickly shrug it off. "I guess he is just manlier then you are monkey boy." Ember says in a mocking tone.

"Manlier huh?" George asks while glancing at his tall baggy clothed companion. "Well he has the height I guess but does he have these." George asks while flexing his arm muscles.

Ember was about ready to pretend she didn't hear George as he went on another one of his ego trips but then she remembered something that has been clawing at the edges of her mind since they found him in the forest. "By the way, I was wondering what the heck you did you go and do to yourself this time? Your skin looks all dry scaly and your eye's look a little more than just blood shot." Ember sounds almost concerned.

The rest of the team turned towards George with curious looks in their eyes. Penny's eyes started to widen with realization. "Oh now that you mention it, George does look a little bit different then he did this morning. You're not sick are you? Do you want me to take you to the infirmary?" She asked.

"Oh no I feel fine, better than fine really. This is a little something I came up with before leaving for Vale a few days ago. And I managed to put a test sample together on the way here. I just spliced some of Axel's DNA together with some choice faunus DNA. Combined it with some specially made transmutation dust and injected it directly into my bloodstream. Than ban boom instant faunus powers, great huh?" George said like it was not only a matter of fact but the greatest thing ever.

Ember and Axel turned to each other before screaming at their teammate in perfect sync. "YOU DID WHAT!?" They then broke into a long winded integration about when and how he even got his hands on said DNA. As well as what he had been up to today to cause him to use it.

Axel led the questioning of course. "Why on Remnant did you need my DNA?!"

"Because of your semblance allows your body to absorb natural elements very easily. So I figured it would help my body absorb and adapt to the DNA as well." George answered.

"How did you get my DNA?"Axel inquired.

"I just pulled a few hairs off of your pillow and comb. Come on Axel this is first grade stuff." George said while pulling a stray hair off of Axel's uniform and blowing it away.

Ember narrowed her eyes as she asked the next question. "How did you get the faunus DNA?" It seemed she was very interested in this one.

"Don't worry your furry little head Ember I didn't use any monkey DNA if that's what your wondering. As for how I got my hands on it… Well I am not one to kiss and tell so I will spare you the details." George assured Ember. This was follow up by a few disgusted glances from the rest of his team. With the exception of Penny who seemed to be very lost and confused by most of the conversion so far.

"I am not sure I understand what George is saying can one you explain?" Penny inquired.

"Maybe some other time Penny, not understanding this dirty monkey probably makes you better off." Ember stated while griping the bridge of her nose.

"So how long is this going to last?" Axel inquired.

George pasued for a moment while gripping his chin like he was deep in thought. "Hmm, I have no idea it could last a few days or a few years." George said this almost like it was about as important as what to have for lunch.

After this question the room went completely silent for a moment. A very awkward feeling was hanging in the air. It was clear a fury was building up inside of Ember but before she could act on it a sudden and sharp screeching voice pierced though silence. "YOU FOOL!" Everyone expect for Penny and Ember gripped their ears in pain while their eyes turned towards the sounds surprising source. Everyone then seemed to speak in sync "Ruin!?"

It was only two words but, no words have ever had such impact before. George was completely in shock by the sudden outburst. The Words still rattled in his head and made his vision blur but. Before he could even begin to think of a way to react, Ember began to move toward Ruin with worry in her eyes. "Ruin… are you ok?" She asked fearfully. Ruin quickly pulled up his small cloth mask that normally covered his lower jaw and shrugged off Embers advance. He then stormed out of the room as quickly as his long legs could carry him. Ember quickly gave chase by rushing out the door after him shouting his name as she ran.

After the shock had worn off and the ringing in his ears had faded Axel turned towards George and began to speak. "He's right you know?"

"Hey not you too, didn't you once say that your weapon is an extension of your body? Well you make upgrades to your weapons all the time. So why can't I make upgrades to my body as well?" George retorts.

"One can choose their weapon but they can't choose how they are born. What you did was a mockery of those who have suffered because of this fact and you should be smart enough to understand that." Axel continued.

"Of course I understand that but, that's the whole point! Now things can be different! Think of what this serum can do once I perfected it. We won't have to suffer because of differences anymore. We can all be the same and there will be no need for human's jealousy!" George shouts as he lifts himself up off of his bed and stands in front of Axel.

"George listen, that doesn't fix the problem it only hides it! Masked under fur, scales, and teeth! This is not who you are George and you should know that since you say it all the time. So it shouldn't be hard to remember right!? You are a great many things, a huntsman, a researcher, a ladies man, a complete fool, my friend, and my teammate but a faunus is not one of them!" Axel says commandingly.

George seemed to back pedal slightly after hearing Axel's speech. Axel had a point and that didn't sit well with him. He decided he would have to give him this one but, all that meant was he would have to go back to the drawing board. Once his transformation was perfected who wouldn't want to join him in his quest. "Look I am too tiered to argue morality with you right now. So can we drop this and pick it up in the morning?" George asked.

Axel nodded in response and once George hopped back into his bed the room finally went silent. At least for a short time before Penny began to speak in a timid voice. "Is the fight over now?"

Axel was surprised by Penny's tone. He didn't think that someone so strong on the battlefield could seem so weak at times like this. He felt the slight urge to comfort her but, was unsure how to go about it. A pat on the back or maybe some encouraging words was about all he could come up with but. Before Axel had realized what he was doing, he found his hand on her head patting her gently. Penny gave him a confused look but, she didn't seem to mind it. Regaining his senses Axel quickly broke away and now filled with a new urge to be just about anywhere else he began to move toward the door before stopping in front of it and turning to face her. "To answer your question Penny, it's almost over. We still have two little loose ends to tie up." It was unclear how literal Axel was being with that statement. "I guess I will just have to take care of that myself."

A large smile soon dawned on Penny's face as she rushed over to cut in front of Axel. "Wait let me take on this mission sir!"

Axel nearly jumped due to the sudden ambush but managed to stand his ground. "Why do you want to go all of a sudden Penny?" He said with a quizzical look in his eyes.

"Hmm well the thing is, they aren't just my teammates they are my friends and friends should be able to talk to each other about things! I have found that a good talk has about a 73% success rate when it comes to solving many social problems. So I plan to go hear what they want to say. "

Axel wondered where she could have learned something like that from but decides it's unimportant at the moment. "Penny I still think I should go with…" Axel begins to speak before being cut off by Penny.

"Oh no you don't, you're still injured. You should stay here and get some rest. That's an order right George?" Penny says while grasping Axel's cheek where he was hit by Coco.

Hearing his name George lifted his head up off of his bed and glanced at the two of his teammates. Then he lazily began to mutter the following words. "Yep that's right, as leader of team GEAR you are ordered to remain in bed until you are completely healed." Axel looked like he was about to ague but he had never been one to break rank. For once George was happy that he was such a stickler for the rules. With a smirk on his face George quickly rolled back over and tried to finally get some sleep.

"Its better I do it anyway Axel, I know the layout of this school a bit better than you do after all." Penny said proudly. Before Axel could react to Penny's finally statement she quickly ran off in the direction of where her teammates had gone in moments ago. Axel is a little taken back by this interaction. He is not use to such concern. Let alone for such a minor injury but. Then again it's fairly rare for Axel to face any kind of injury at all thanks to his abilities.

"So, what are you going to do now Axel?" George asks while still in his sleeping position.

Axel takes a moment to think about what to say but. Before he could speak his arm mounted scroll flickers to life. He had received a new message from Ruin. He quickly opened and read its contents. "We need to talk. Stay in the dorm room, I will be there shortly."

* * *

Meanwhile Penny has begun her search of the dark empty halls of Beacon Academy for her missing teammates. She does not have enough data on their behavior patters to be sure where to look for them. So she starts by searching the areas that she knows fairly well herself. Her first stop is the schools cafeteria. The doors of the cafeteria creep open as Penny makes her way inside. Her eyes glow with an unnatural green shimmer as the flicker back and forth through the massive and seemingly empty room. She presses deep inside and makes her way to the serving area. Unlike most students here Penny doesn't need to eat but, her data shows that most humans need to but also find it quite enjoyable. So she had come here fairly often to spend time with her friends, as well as to help keep up appearances of course. It would be strange if a student never came to lunch after all. She wasn't picking up any signs of life so she figured it was time to move on.

Her next stop was the academy's library. It was one of the largest libraries Penny had ever seen and it offered a wide range of books. It had just about everything from murder mysteries to how to guide books. She found it to be the perfect place for doing research and would come here often on her own when she was unsure of something. She had learned about so many interesting things here already. Things like love, slang terms, and even sarcasm but. She still didn't completely understand some of them. While she was walking through the rows of books her sensors alerted her that they detected several titles she had been looking for. Since she was here she took a moment set aside a few of the titles she had been meaning to check out for when she returned tomorrow. After all it was far too late to check them out this morning but hopefully if she comes in early enough she will be able to claim them right away. Satisfied with her selections and not wanting to waste any more time she made her way back out into the hall.

The ball room was next on her list of possible locations. She made her way through the halls and up to a set of large double doors pushing them aside to reveal a large open space. At the moment there wasn't really anything special to say about the room but. At times it would really become a dazzling place to behold. She remembered the dance she came to around the start of her say at Beacon Academy. Even though she was under guard at the time and wasn't really allowed to move around as she would like. She still got to dance, see all of her good friends, and listen to some interesting music. Over all she had a very sensational time. Though she was not sure why she enjoyed it so much. She has done a lot of research on music and dancing since then but. She still didn't understand why it's so widely enjoyed. Perhaps she would have to try dancing with a partner. Her data shows that it can be far more enjoyable. "Maybe Axel will take me to the next dance." She thought to herself before filing those thoughts away. "I need to focus on my mission right now. I can't keep getting distracted!" She said to herself as she stepped out of the empty ball room and back out into the halls.

Several minutes later after she had checked several of classrooms, most of the bathrooms, and even a few storage closets, even she was about ready to give up and see if they had already returned to the dorm. Then she glanced out the window over looking the courtyard and finally spotted a lone figure sitting on one of the benches in the courtyard. She ran a quick facial scan and it was a match, it was without a doubt her teammate Ember. Without wasting any time she quickly ejects one of her gun blades from her back panel, turning it into its blade mode and uses it to cut out a perfect circle in the glass widow. She then reaches out and taps the glass causing it to tilt forward and fall to the ground below before jumping down to the courtyard herself. Ember of course jumps as the glass crashes nearby. She jumps to her feet and looks for its source. Her eyes soon find themselves lock with the glowing green orbs of Penny. "Penny?! That's you right?! What are you doing here?!"

"Ember I found you!" Penny said with a wide and very proud smile.

Ember let out a half hearted chuckle before speaking. "Ya… you found me… Hey umm mind if we…you know talk?" Ember spoke as if she had something weighing on her mind.

"Of course you can! Let's have a talk Ember." Penny said happily.


	6. Hear No Evil

**Notes: This chapter mainly focuses on my OC's back story. This chapter was last updated on 12/11/15**

* * *

**Hear No Evil**

Sometime earlier in one of the dark and seemingly empty hallways of Beacon Academy, a lone boy made his way through in complete silence. Despite the fast pace at which he shuffled along and the almost perfect silence of the school not even his foot falls were audible. The moment the boy was about to reach the end of the hallway a suddenly storm of energetic pleas ripped through the silent halls behind him. The boy glanced back to see a set of bright amber colored eyes looking back at him. Stud at the other end of the hallway was his teammate a monkey faunus girl named Ember Whieldings. "There you are! Get back here so we can talk!" The girl said as she began to approach the boy. The boy showed no interest in facing the girl and quickly picked up speed.

"What hey Ruin, wait up! Come on would you stop already and just talk to me?! Listen to me just this once!" She shouted as she ran after him.

Both of them quickly found themselves in a full blown sprint at this point and the boy only slowed to glance at the girl with an apologetic look in his eyes before turning a corner. Ember soon rounded the corner herself only seconds later and Ruin had seemingly disappearing into thin air. "Dang it, I hate it when he does that! Why is it that, that guy never listen to me when it matters!?" Ember shouts angrily and in a volume that could wake the dead.

Realizing what time it was Ember quickly moves on, hoping that nobody had heard her little rant. She figured Ruin wouldn't be open about his problems, that was just the way he was but. Ember was undeterred as she continued her frantic search for teammate. Even though she didn't really think she would find him now. Since he had always been very good at hide and go seek since they were young. She just figured this search would make for a good chance to get familiar with the layout of the academy.

That is when Ember remembered a few places she had raced by during their so called tour and decided to start there. The first location she visited was the cafeteria. She has always had a bit of a sweet tooth. There had even been some cases in which her friends and or classmates had the gall to call her a glutton. The worst offender Ember had met so far was without a doubt her current teammate George Bolt. The boy just had not tact and Ember couldn't figure out if it was because he was just that stupid or he just didn't care. Realizing she had been lingering on unimportant thoughts for too long she pushed them to the back of her mind before pressing onward. She couldn't find any signs of Ruin in the cafeteria but she couldn't help but want to check out the menu now that she had the chance. She was impressed by the wide range of food that they had to offer. Back at her old in Atlas, school launch seemed more like an afterthought than something to look forward to. "Maybe this place won't be so bad." She thought to herself before writing down a few things she wanted to try on a napkin and leaving the cafeteria.

She soon found herself dipping into the academy's library. She wasn't really what you would call a big reader herself but, she felt it would be the kind of place Ruin may have gone for a distraction. The library's size was quite impressive and the wide range of material to choose from was far larger than that of Atlas combat schools. With that said she couldn't help but notice the large number of titles with questionable academic or tactical merit. "Seriously why would I need to know how to kill a Mockingbird?" She asked herself. "And don't even get me started on these pun books. I mean who reads these?" She asked as she picked one out and skimmed to the back to see the check out slip. "Now lets see here we got Cail P., Yang Xiao Long, Nora Valkyrie, Yang Xiao Long again, Weiss Schnee… Wait what? Could that be? No, I'm sure it's just somebody else with the same name." Realizing she was spending too much time here and that Ruin was still no where in sight she set the pun book back on the shelf and made her way towards the doors but. On her way out she spotted a small pile of books that had been pulled from the shelves and were stacked up on one of the tables. Ember stepped over to them and took a moment to look over the titles. "What do we get here? Pinocchio, Robotic Love, Faunus Human Relations, Faunus War History 101." She felt it was an odd group of books and couldn't help but wonder who got them out but, being the neat freak she was she quickly gathered them up and returned them to their proper place on the shelves before dunking out of the library.

After a few more uneventful stops she decided to get some fresh air and clear her head. So she moved her search outside into main courtyard. The night air felt good and the stars above sparkled brighter then she was use to in Atlas. "Man, we really are far from home aren't we? I wonder if Ruin is doing alright. He always had a hard time adjusting to new environments. Of course he would be damned to admit to that." She thought to herself before came to up to a small bench in the corner of the courtyard and thought it would be a good place to take a short rest.

Ember sat down on the bench and spread herself out before glancing up in the sky. She really loved the outdoors and she always had since she was young. Maybe it was because of her animal instinct or the memories of playing in her families garden with her friends and her big sister Pyra when she was little but. The night sky over Beacon really was surprisingly beautiful. Maybe it reminded her of the sky back home. Their family estate was far outside of the city limits and it was normally dark enough to get a good view of the stars. She soon started thinking about her past and how she came to meet Ruin as well as why he never wished to speak. About how much she use to and likely still does blame herself for what happened. And about just how much she could use a friend to talk to right about now…

*Crash* *Bang*

Ember heard the sound of glass breaking only a few feet away which caused her to jump and direct her eyes towards the source of the disturbance. When Ember did she saw Penny standing before her with a warm smile and her weapons at the ready. With Penny's weapons fanned out around her for a moment Ember thought she looked like an angel sent from above. "Penny! What are you, why are?!" Ember stammered.

"Ember I found you!" Penny said with a wide and very proud smile.

Ember let out a sigh before speaking. "Yep you found me…" Ember didn't feel lost in the slightest but she was still happy to see the synthetic girl. "Hey umm mind if we…you know talk?" Ember spoke as if she had something weighing on her mind.

"Sure let's have a talk Ember." Penny said happily.

Ember waved Penny over so they both could sit down on the bench that Ember had been using up until now. Ember thought for a moment about where to start. It was a bit of a long story after all. Also she was unsure of how she was going to explain her current feelings. It didn't help that she wasn't quite sure what her current feels were. After a long moment of awkward silence and fidgeting Penny decided it might be best to speak first. "You know this is only the second time somebody has confined in me. So I don't know if I will be of much help but, I will do whatever I can to help my friends."

"Oh is that so? Wait, do you mind if I ask who the other person was?" Ember inquired.

"Ah, that was my best friend! She also attends school here and her name is Ruby Rose! We talk to each other about everything." Penny said happily.

"What, you already picked your best friend!? It's no fair choosing your best friend before you even met me! That's just no fair!" Ember said jokingly.

"Is there a limit to how many best friends you can have?" Penny inquired.

Ember was surprised by the question. She never really thought about friendship like that so she needed a moment to think it over. "Hmm, I guess there really isn't a limit. In that case you better leave an opening for me."

They both started to laugh out loud and Penny took this chance to update her personal information before speaking. "Alright Ember, from this day on you are my best friend. I hope we can continue to get along."

Ember cracked a wide smile before scooting in to pull Penny in for a tight hug. "Ah thank you, you adorable little tike you." Penny returned the smile and glanced over Ember's shoulder to see her tail waging back in forth rapidly.

"Alright so how about we talk about the main topic at hand." Penny said as she put on a more serious expression.

Ember releases her grip on the synthetic girl and straitened her posture. "Yeah, I guess we should shouldn't we? The real question here is where to start? It's a bit of a long story?"

"Don't stories normally start at the beginning?" Penny asked while giving Ember an innocent smile.

Ember had to resist the urge to face palm and in doing so failed to prevent herself from breaking into a spirited laugh. "Alright good point, the beginning it is then. As I'm sure you know by now, Ruin and I have known each other for most of our lives. Because our families did a lot of their business together it was only natural that we would see each other quite often weather we wanted to or not. So we use to always play together on our estate with my big sister."

"You have a big sister?" Penny asked with a spark of interest in her eyes.

"Yeah, she's a few years older than me and her name is Pyra. She takes after our mother who's a bat faunus. Whereas I took after our father who as you could likely guess is a monkey faunus. Me and my sister use to be very close. She would always come by to make sure we weren't getting into too much trouble. She would even join in on our childish games from time to time but. After my accident we kind of drifted apart I guess. She is currently overseas studying and I heard she is living with some distant relatives. I haven't seen her in a very long time now. I have sent her several letters but she never seems to write back." Ember said with a sad look in her eyes.

"I am sorry to hear that Ember. I'm sure you will see her again someday." Penny said while rubbing Ember's shoulder. "By the way what accident are you referring to?" Penny inquired.

"Oh right, I guess I should explain that as well. And you may want to strap in because this is quite the tail. It all happened a few years back during one of Ruin's usual visits."

* * *

**The Wieldings Estate Several Years Earlier**

A small blue haired boy dressed in overly baggy clothing for the midday summer heat is walking down a stone titled path in the middle of a seemingly endless garden. The boy appears as to be searching for something as he stops to look through each bush and looks up each tree. The blue haired boy finally makes his way to a small storage shed with its door slightly askew. A grin appears across the boys face as he approaches the shed. Once he arrives he grabs both doors to the shed and swing them open, revealing a tiny girl with long silky brown hair and amber eyes. She is wearing a red bow and a white sundress with a long monkey like tail extending from a slot in the back. She is sitting with her knees wrapped up in her arms.

"I found you again Ember!" The blue haired boy gloated.

The girl looked slightly annoyed by the boy. "What? Seriously how do you keep finding me so fast Ruin?! You must be cheating somehow!"

The blue haired boy known as Ruin Rustwhel crossed his arms and grinned. "Oh? It isn't my fault that you make it so easy. Why do you always hide in the same predicable places? Not to mention you always leave the door open. It totally gives you away you big moron."

Embers cheeks puff out in anger as she presses a finger into his chest accusingly. "You're so mean Ruin! You know I don't like the dark! Big sis always says if you can't say anything nice you shouldn't say anything at all!"

Ruin took a step back before throwing up his arms in surrender. "Alright fine princess I'm sorry. There is no need to cry about it is there?" He reasoned but when he was met by her glare he decided to change the subject. "So what's next on the agenda today?"

"We're not done just yet, I'm going to hide some place you will never find me!" Ember declares before running past Ruin towards the door only to be jerked back by her arm.

Ember looked back to see Ruin gripping onto her and he was wearing a frustrated expression. "Not so fast Ember, you've already gone three times in a row so it's my turn to hide now."

"Ah come on Ruin, you don't play fair! I can never find you." Ember wined.

"You can always just give up you know?" Ruin retorted.

"Never!" Ember roared defiantly.

Ruin gave her a cheeky smile before letting go of her arm and pushing past her. When he reached the door he turned back to Ember to address her. "Suit yourself but if you change your mind just yell olly olly oxen free and I will come running."

"What if you don't hear me?" Ember asked.

"Oh come now you know how sharp my hearing is. There shouldn't be a problem. Now you know the drill turn around and count to ten." He commanded.

Ember let out one last huff before following Ruin's instructions and turning around. She then began to count to ten but the moment she reached five she turned and peeked behind her. As she expected Ruin was already gone. So she moved towards the door of the storage shed and peeked outside. Ruin was still nowhere in sight and Ember didn't even hear him leave the room. "Really, how does he do that?"

Ember then waited for about five more seconds before setting off to look for Ruin. She looked around the garden for five minutes which quickly became ten and then twenty with finding a trace of the boy. By this point her confidence was gone and her spirit was almost broken. She was now thinking about just giving up so it could be her turn again but. She decided she would take one last look around from the top of a nearby tree. Perhaps a higher vantage point would help her find him she thought. So she walked up to the tree and glanced up as her aura begun to glow. A moment later and she leapt up several feet onto the nearest branch and scaled the tree with speed and agility no normal human could match. Once she had reached the top she scanned the area carefully. Her eyes widen when she spotted movement, a slight rustling behind a few large hedges on the edge of the garden.

"Found you!" Ember cheered before she leaped down from the tree. She seemed to almost float down from each branch to land gently on the ground below. Once she planted her feet on soil she broke into a sprint towards the line of hedges. In less then a minute she had reached the hedges and she leapt over them in one motion. Once on the other side she turned to face what she expected to be a defeated blue haired boy hiding in the brush but. What she found left her speechless and completely horrified. Before the girl stud an unbelievably large Beowolf walking on all four legs. Its body was curved in gnarled spines, its hands and feet had long razor sharp claws and its eyes glowed in a bright shade of red. The beast turned to face the unexpected company, it stud up on its hind legs and leaned over the now trembling girl. It opened its mouth to bear its long jagged fangs at her and roar.

Ember tumbled over and began to crawl backward in a panic. "Gr… Gri.. G.. GRIMM!" Realizing the danger Ember jumped to her feet and leaped back over the hedges but. The Grimm soon gave chase by effortlessly tearing way through the hedges. Ember was back in full sprint and her aura was flaring out of control. She opened her mouth to shout at the top of her lungs. "OOOLLY OOLLY OXEN FREE! OLLY OLLY EXEN FREE! RUIN ANYONE HELP ME PLEASE!" The moment the words left her mouth a fist sized rock flew through the air above her head and nailed the chasing Beowolf directly in one of its eyes. The blow caused the beast to stager and flail around for a moment while roaring in anger.

Ember's gaze shifted upward to see Ruin sitting in a nearby tree with holding his slingshot in hand. "Ember come this way hurry!" Ruin shouted to Ember while waving beckoning her over. Ember quickly changed direction and rushed towards the boy as he jumps down from the tree to meet her. Then Ruin grabbed hold of Embers hand before they both made a break for the mansion. The Beowolf had now recovered from the surprised attack and was very anger. It focused its burning red eyes on the fleeing children and got down on all fours before charging after them. It didn't take long for the beast gain ground on the pair and once it was within striking distance it kicked off its back legs to leap forward for an attack. Ruin glanced back just in time to see the attack coming and yanked on Ember's arm to side step the attack but. The Grimm was now standing between them and their only chance at finding help and shelter. Realizing they couldn't get past the Grimm Ruin and Ember both decide to change tactics by turning around and fleeing towards the forest that lined the edges of the estate. The Grimm showed no signs of giving up as it got back on all four and gave chase once again. They ran back and forth to avoid the Grimm's continuous attacks until they finally reach the edge of a cliff that separated them from the mouth of the forest. Ruin glanced down to see that it was a not a short drop and glanced behind them to see the Grimm had cot up again and now had them cornered.

The Grimm let out a victorious howl before it began its slow approach. Ruin felt Ember's hand quivering in his own and he knew he had to do something soon. So he took one more glance over the edge and his mind was made up. "Ember we have to jump!"

Ember suddenly looked at Ruin like he had lost his mind. "What are you crazy Ruin! My aura is running low and I'm still not use to using my semblance on other people! If I make a mistake we could both die!"

Ruin motions to the approaching Beowolf. "I know but if we don't jump will with both be dead soon anyway! You're the only hope we have so I need you to try!"

Ember's grip tightened on Ruins hand as she glanced back at the Grimm. When she looked into its red eyes she had to fight back the urge to faint right then and there. She gulped hard to clear her throat. "Fine but don't you dare blame me if something bad happens!" Ember roared as she rapped hers arms around Ruin's chest before they leap off the cliff together.

Ember couldn't recall the fall very clearly. She thinks that the fear caused her to black out and go into auto pilot. She didn't come to until she had reached the bottom of the cliff side. When she didn't she shook off the dazed state she was in to look around in an attempt to figure out how she survived and locate Ruin. She soon noticed that she hit several branches on the way down which would explain the black out. And then she realized that she felt something soft underneath her. She glanced down at the ground and her eyes widened before she jumped up in shock when Ruin's body came into view. "Oh my god, Ruin are you alright!" She screamed in a panicked voice.

Ruin groaned as leaned up and rubbed his head. "Yeah just fine but, could you do me a favor and lose some weight you almost killed me."

Realizing he was fine she delivers a solid punch to the back of his head and began looking around to make sure they had lost the beast. She didn't see the Grimm but she could hear snapping branches and rustling foliage in the distance and it was becoming louder. The Grimm was still after them and they needed to hide as soon as they could. Ember quickly helped Ruin pick himself up off the ground they both began looking around for a place to hide. Ruin spotted a small cave entrance in the distance and motioned her towards it. "That should make for a good place!" Ruin told Ember. Ember hesitated for a moment, a dark cave would normally be the last place Ember would ever want to be but they didn't have much time nor choice so gave in and allowed Ruin to lead them inside.

* * *

**Beacon Academy Present Day**

"As it turned out the cave wasn't such a good idea after all. The Grimm managed to fine us fairly quickly and the cave was a dead end so it looked like we had nowhere to go." Ember explained.

Penny's eyes were wide in both fear and excitement as she spoke. "Oh no, who did you get out of that?!" She asked.

"Well we would have been dead for sure if it wasn't for Ruin. You see Ruin finally awoken his semblance that day. Thanks to that he managed to save us both." Ember responded in a slightly sad tone.

"Ruin's semblance did? What is Ruin's semblance?" Penny asked curiously.

"Hmm, well it can be a little hard to explain how it works. I guess in the simplest terms its Sound. He can control the vibrations of sound waves in the air. Meaning he can use it to cancel out sound waves all together to hide his presence or he could amplify them to hear long distances or inflict physical damage. Of course those are just examples that I have witnessed. Since he doesn't talk about his semblance much there could still be more that I don't know about." Ember Explained.

"Oh that '**sounds**' interesting, so what happened next." Penny said excitedly.

Ember took a moment give Penny strange glance before continuing. "Well as you can image Ruin wasn't very good at controlling his semblance back then. He did after all just awaken his abilities after all. So when he let out an amplified scream in the direction of the Grimm he couldn't control the volume. It was so loud that the Grimm was completely blown away by the force of the shout. Which would have been great but we were inside a cave so it bounced around the narrow cavern walls in a violent echo. The vibrations that the feedback caused were so intense that they completely shattered my ear drums. And if wasn't bad enough it also caused the walls around us to cave-in. It at least blocked the monster from reaching us but it also trapped us inside. If it wasn't for my sister's echolocation and her keen since for aura I don't think they would ever have been able to find us so you could call us lucky but. By the time they could get me to a doctor my ears couldn't recover." Ember's voice was somber when she said this.

Penny gave Ember a curious look. "Wait according to my data human's and faunus aren't able to hear with damaged ear drums. Is that not the case?" She asked. Ember gave Penny a nod before reaching into her ear and pulling out a small device that penny recognizes as a hearing aid. It was very similar to the technology used to design Penny's own ears. Penny nodded in understanding before continuing. "So is that why Ruin doesn't speak? He is afraid of hurting you?" Penny inquired.

Ember nodded once again. "Yeah, I think so. Ruin has always been harder on himself then anyone else. Well at least when it comes to his failures. I don't think he's able to forgive himself for what happened, which is dumb since I got over the whole thing a long time ago myself. And that's why he's always been there for me even for the minor things like doing some heavy lifting or when I need to complain about something. He's there during the hard times too of course. I mean we did learn sign language together before I got my hearing aids. Which are amazing by the way, now my hearing is way better than it use to be!"

"So what happened with your sister Pyra? You said you became distant after the accident right? What happened between the two of you after that?" Penny inquires.

"Well you see my sister is blind. It's not uncommon for bat faunus to be born with poor vision but. Normally their vision improves as they mature. That just wasn't the case for Pyra unfortunately. By the time she was about ten years old she'd already become completely blind. It never seemed to bother her too much though since being a bat faunus meant she was able to use echolocation to get around. The problem was that I spent several years without being able to hear my sister speak and she couldn't see hand signs. Because of this communication became very difficult between the two of us. I guess we just became too awkward having to use third parties just to exchange simple greetings." Ember explained before glancing at Penny and asking her own question. "So what do you think I should do? About Ruin I mean?"

Penny took a moment to process all this new information before speaking. "I think there is only one thing we can do. If he thinks you don't want him to speak but you really do want him too then we have to make him talk!"


	7. See No Evil

**Notes: This chapter mostly flashback of Ember's and Ruin's childhood. This chapter was updated on 12/10/15 to add detail and fix grammar/spelling errors.**

* * *

**See No Evil**

While Penny and Ember were busy having their heart to heart. We rejoin Axel in the newly established dorm room for team GEAR. The room is dark and Axel is sitting on the edge of his bed with light of his scroll acting as the only source of light in the room. On the other side of the room George lays completely prone on his bed. As far as Axel can remember George has always been the type to fall asleep the moment he'd lay down and has always been quite difficult to awaken afterward. Axel counted this characteristic among one of his most annoying but. He felt he had more than enough of his antics for today, so he counted himself lucky. Besides Axel felt he had more important things to deal with at the moment. As he finishes this thought a new message appeared in his scrolls inbox. Axel flicked the screen to open his messages and he was not surprised to see Ruin's number pop up, so he flicked the screen again to open the message.

Ruin – "Is it clear?"

Axel read the short message then glanced around the room simply out of instinct before replying. "Yes, George has powered down for the night and the others have not returned yet."

Ruin – "Open the widow."

With hesitation Axel sat up and moved towards the window before he pulled the curtains open. Then he took a moment to glance over the dark moonlit campus for any signs of life. While doing so he could help but think that something about this school just didn't sit well with him. Maybe it was the lack of security checks that he had become accustomed to in Atlas or maybe it was the dark imposing tower the headmaster called his office. After he collected his thoughts he finally opened the window as he was instructed but. Ruin was nowhere to be found, this didn't bother Axel however since he knew if Ruin didn't want to be seen he wouldn't be. Soon enough Axel felt a gust of air move past him before settling in the middle of the room behind him. He turned around to face specter and sure enough Ruin Rustwhel was standing in its place. Axel knew the nature of Ruins semblance but he had no idea how he was able to do that. Axel just had to assume it was kind of special equipment he had been given in Atlas. Each member of his team had been given access to experimental weapon and armor prototypes and had not been instructed to share it with their teammates. Of course it tends to come out naturally when you fight side by side for a long time but. Despite how long the two of them have been together Ruin has not shared that little bit of info with Axel but. This was no surprise to him ether since Ruin rarely spoke and when he did it was never about himself. As you can imagine it's fairly easy for somebody who never speaks to keep a secret believe it or not. That brings us to the problem at hand.

"You're a bit of a show off you know that?" Axel deadpanned. And Ruin responded with one of his usual shrugs. "So Ruin what did you want to **talk** about?" Axel makes a point of putting emphases on the word talk since he knows that's not what Ruin has in mind.

Ruin stud silently his mouth opening momentarily before being quickly slamming shut again and again. Finally after a moment of silent debate he raised his arm and activated his arm mounted scroll before he began to type vigorously on its holographic display.

A few seconds later and message appeared on Axel's scroll which he reluctantly opened and started to read. Ruin – "It's her Axel, she's coming back."

Axel's expression shifted from annoyance to dread almost instantly. "By her you couldn't mean who I think you mean?"

Ruin – "It's Pyra, she's being released tomorrow."

"Ember still doesn't know does she?" Axel inquired.

Ruin was never one to show much emotion on his face but. His body language always gave away how he was feeling. The low hanging head the jittery hands and feet all suggested that he was worried. Axel felt he already had the answer to his question. "She will have to find out the truth some time you know." Axel tells him.

Ruin made a gesture Axel had come to recognize as disagreement. Though it was clear to Axel that Ruin knew he was right. "So what will you do if she wants to see Ember, what if Ember finds out?" Axel inquires.

Ruin's expression hardened slightly before typing on this scroll again. Ruin – "I won't let her, she doesn't have the right. Not after what she's done."

"People can change Ruin. Pyra has done her time and you know that Ember will want to see her. If she hears that Pyra is out and is looking for her there won't be any stopping those two." Axel reasons.

Ruin – "I can try."

Axel shook his head before turning away from Ruin and gazing out the widow over looking Beacon. After a moment of silence he began to speak in a stern tone. "Well if you're that sure, you don't really need my advice do you? Just try not to be the cause of anymore pain."

Ruin gave Axel an apologetic look though Axel couldn't see it. With the exception of George's snoring the room became completely quite. Ruin swallowed deeply before finally opening his mouth. His voice was low almost a whisper but it echoed off the walls like they were in a cave. "**If only that day never happened.**"

* * *

**Several Years Earlier Wieldings Family Estate**

The Wieldings estate home was small compared to that of larger families such as the Schnee family's mountain side retreat or even Winter's Island vacation home but. This was to be expected since their family had only recently come into wealth. This was due largely in part to the efforts of their long running business partners the Rustwhel family. The Rustwhel's helped them get off the ground and now the two worked in tandem to form one of the biggest manufacturing and shipping companies in the world.

Within the halls of the Wieldings estate there was a young man that was dressed traditional blacks and whites one would expect from a butlers outfit. This would make since seeing as how he was in fact a butler working for the Wieldings family. And he made it a habit to carry himself as such but on this day he abandoned his usual poise and composure as he sprinted down one of the many long white painted hallways that made up a large part of the mansion. The walls around him were decorated in well known paintings, ancient pottery, and fancy rugs but the rate at which he moved suggested whatever value they held did not compare to his mission. Following in close behind the man were two you women in traditional house maid garb and their pace was no less rushed. After passing through several more halls he came to a stop in front of a set of large carved mahogany doors and stopped only a moment to draw in a breath before he reached for the door handles. Once he had the handles in his grasp he pulling doors apart to reveal a small, poorly lit but, well stocked library. He quickly glanced through the room in search of something when his eyes finally stopping on a young faunus woman sitting by herself in the corner of the room dark room. The young woman had long dark brown hair, was wearing a dark one piece dress, had long pointed ears, and had a pair of small bat like wings extending from her back. The women held an open book in hand but she wasn't looking at the pages. Rather her eyes were completely closed and she was instead running her fingers over the pages feeling the small bumps on the pages surface.

The man began to speak in a loud voice. "Madam Pyra, there is an emergency you must come quickly!"

The woman sat the book down on a table in front of her and turned to the man before she began to speak in a slightly threatening tone. "There better be, I am blind not deaf and you are being far too loud. Have you forgotten what I told you about being quite in the library! Also you know what I have told you about running through the halls! If you damage one thing out there you will be working for free until the day you die!"

"My deepest apologies madam Pyra but, it's a matter of great importance! There is a Grimm! One has been spotted on the grounds and young Miss Ember along with Master Ruin are currently not accounted for!"

For a moment the woman's face went pale as a ghost before becoming as red as a tomato and twisting in anger. "What in the name, how did a Grimm get into the estate!? What do we pay those perimeter guards for!?" The women shouted as she gripped the bridge of her nose. "As soon as this is over I want every guard on the pay roll investigated."

The man stiffened up and lowered his head in apology. "As you wish madam, but what should we do about the Grimm and your sister?"

"I will handle that myself!" The woman told him before standing up and grabbing hold of a long black walking stick that was leaning on the edge of her table and heading towards the door. She quickly moved past the butler and the two maids that had just reached the entrance and were catching their breath. She continued down the hallway in a light sprint as the servants all moved to keep up with her.

"Where is the Grimm now?" Pyra asked while they strode down the hallway.

"Our security forces have cornered it in a cave at the edge of the estate madam." The butler responded.

"You said they were unaccounted for, have there been any sighs of my sister or Ruin?" Pyra asked.

"No madam not at the moment but we have sent out a search team."

The woman let out an irritated sigh. "You are all completely useless sometimes! If anything happened to them, heads will roll!"

Several minutes later and Pyra had reached exited the mansion, pushed her way past the gardens, and scaled down a cliff side to reach the entrance to the cave. She took a moment to focus her ears on the entrance. She could hear movement inside so it likely meant the Grimm was still there all she had to do was go in and kill it but. Before she could take action a loud ear piercing screech not unlike that of a banshees scream escaped the mouth of the cavern and causes her along with the rest of her employees to reel back and fall to their knees in pain. Pyra's hearing was incredibly sharp so the sound almost made her pass out simple from the shock but. She couldn't let that happen, not with the life of her sister on the line. So she bit down on her lip hoping one pain would distract her from another until the sound died down. When it finally did she heard the sound of rocks shifting and crumbling underneath the ground and the roar of a large Grimm moving closer. Realizing the threat she forced herself back onto her feet and pointed her walking stick toward the cave's entrance.

A moment later and a large Beowolf came roaring out the cave flailing wildly as if it was in pain as much pain as she was. "I guess Grimm can't handle loud noises ether." Pyra said as she allowed a slight grin to appear on her face but it quickly vanishes as she studied the beast before her. Guards or not a Grimm that size would have been picked up by the sensors. So there shouldn't have been a way for it to get through. "How can a Grimm that size get pass are security?" It just didn't add up no matter how much she racked her brain but. Right at that moment it didn't really matter. What she had to do now was remove it.

The Beowolf lowly stopped its thrashing as it finally begun to regain its senses. Once it did it didn't take long for it to spot the woman pointing a stick in its direction. Of course it recognized this action as a challenge and roared before dropping down onto all fours and charging towards the woman. As the Grimm came in for an attack its target seemed to sink into the ground and disappear leaving only a mass of shadow like tendrils in her place. The clawed at the shadows causing them to latch onto the Grimm's limbs and the Beowolf was quickly pulling it in. The Grimm bit and clawed at the shadows even more but they showed no signs of releasing their grip rather they only restricted the creature further as it struggled. Once the beast had been completely immobilized a small part of the creeping shadow broke away from the dark mass and slide around the ground for a moment before coming to a stop behind the beast. When it did Pyra's hand reached out from within the shadow and planted itself on the ground before pulling the rest of her body out from the darkness. Then she stud up behind the immobilized Grimm and pointed walking stick at its chest.

"Say goodbye monster! Allow your tainted soul to be cleansed." Pyra said as her stick began to glow brighter and brighter until finally all the light was replaced by a dark blast that completely engulfing the Grimm. When the shadows had dissipated and the light returned, the Beowolf was no place to be found. With one task complete Pyra turned towards the cave entrance and started to make her way inside.

"Madam, where are you going?" One of her now recovered servants said in a state of confusion.

"That screech didn't come from a Beowolf. That means that something else is down here and whatever it is may lead us to my sister."

* * *

**Several Days Later**

Pyra was sitting alone in her study as she ran her fingers over several documents and with each movement of fingers her expression seems to shift from anger to sadness and back. After a few minutes of this she screamed in frustration before swatting the papers off of her desk and placing her face in the palm of her hands. That's when she heard a knock at the door to her study. "Who is it? I thought I said I wanted to be left alone."

The voice of a man she recognizes as her butlers answers. "Its Joshua madam, I have news on are investigation into the Grimm attack as well news on your sisters recovery."

Pyra's brow furrowed before letting out a sigh. "You may enter."

The man quickly pushed open the door and knowing that Pyra doesn't like to beat around the bush he instantly went into his report. "Our investigation has revealed the persons most likely responsible for the attack. As you suspected it seems that a rival group had paid off our guards. They turned off the out walls sensors and let the Grimm enter the grounds uncontested."

Pyra's fists clenched in anger but she needed more details so she held her rage back. "I see, so which group is it this time? Could it have been the Schnees?"

Joshua breathed in deeply before continuing. With his voice trembling he started to speak. "It was Havoc Rustwhel madam." Joshua clenched expecting her to explode in anger. What she did was far worse. Pyra froze in total disbelief. The Rustwhel family had been one of their longest running business partners. They were key to their families success up to this point and she had thought they had a good personal relationship as well but. Now their eldest son and heir to their empire had turned against them? Pyra even use to play with Havoc when they were younger just as her sister does with Ruin now. She didn't know what could have changed the man so much but she was going to find out. No matter what it took.

Pyra stud from her desk and grabbed her walking stick. "Joshua, prepare my car! We are going out!"

* * *

**The Next Morning**

Ember and Ruin sat alone at a long dining room table built to sit twelve. They were eating their morning breakfast which was part of their ritual after one would stay the night at the others mansion. Ruin had often spent the night at the Wheldings estate in the past though this visit was so they could practice sign language with together. It had become another common event in the household over the last few days. And everything seemed like it was business as usual until a panicked servant came bolding into the room to draw the other servants' attention. Ruin and Ember were not sure what was going on but it was a strange sight to see all the servants begin to panic. Moments later and they had all moved into the parlor joining several other servants that had all crowded around a television. A news reporter was on the screen and began to speak. "Late last night the body of Havoc Rustwhel the heir to the Rustwhel fortune was found face down in his room. The cause of death is unclear but, it is believed this could be a crime of passion." The screen then switched to another reporter as they began to speak. "That's right, a Miss Pyra Wheldings long time friend of the victim was found at the scene and has been taken into custody. We will give more details as they come in."

Ember couldn't tell what was being said but, she noticed the look of shock and dread on Ruin's face. So she faced Ruin with a worried look and tried to ask him what the reporters were saying in sign language. He looked as if he was about to cry but resisted. He signed back telling her it was nothing.

* * *

**Present Day**

Ruin replayed memories of a long court case and investigation in his head. Pyra was never found guilty of killing his brother because of lack of evidence and was placed in an institution for physiological evaluation. Ruin didn't want to believe that she would do it but. Deep down inside he felt she got away with murder. Ember never learned the truth behind her sister's absence. Nobody could bring themselves to tell her and its surprisingly easy to keep news and gossip from reaching the ears of a deaf person. By the time she got her hearing aids the news had long since died down.

Now Pyra's day of release was close at hand and Ruin was unsure of what to do about it. Would he have to tell her the truth that he had been hiding for all these years? He wanted to scream but he knew if he did he would want to spill everything.

Then the door to the dorm room swung open revealing Penny and Ember. Ember stepped forward looking at Ruin while giving him her usual smile. "I knew you would be here."


	8. Dawn of the Second Day

**Notes: This chapter was last updated on 12/26/15.**

**Dawn of the Second Day**

Sleep and dreams are an alien concept to Penny. When she lays down and closes her eyes a deep black darkness is all that's visible to her but. Penny still rests anyway, partly to feel more human but it's also a good chance for her perform certain important functions. After about six hours of this a message displays across the black screen of darkness and an electronic message rang in her head. "Charging complete… Backing up and Analyzing data complete… All systems are now operational."

Once the message faded Penny's eyes flicker to life and she found herself lying in a soft bed. Noticing she was in an unfamiliar area she quickly sat up on the bed and begun to take in her surroundings. She soon noticed her new teammate Ember lying next to her. She didn't notice her right away because Ember had pulled off all of the covers on the bed and wrapped them tightly around her small frame. Penny remembered hearing somewhere that this act was considered to be rude when you're sleeping with a partner but Penny didn't really see why. Ember looked so peaceful rapped up like that, almost like a caterpillar trying to become a butterfly.

Once that funny thought settled Penny recalled that Ember and Ruin had left the room together to speak alone last night. They were gone a very long time, so long in fact that by the time of their return Penny had already activated her power saver mode. Penny even if Penny doesn't need sleep she still needs to recharge regularly or run the risk of running out of power in the field. Since her movements are limited during the recharge process, she finds it to be a good time to sort through all the data she collected throughout the day. Seeing how eventful yesterday was for her, the recharge and analyzing process had taken far longer than normal. The morning sun was already peaking through the cracks in the window curtains into their dorm room.

Realizing she was slightly behind schedule she once again began scanning the room to assess the rest of her teammate's status. While doing so she notices that Ruin had also returned and was currently lying in the bed across from hers. He seemed to be sleeping soundly but, she did notice a large bruise on his normally pale white cheek. Making a note of injury she continued to scan across the room. After that she noticed that George had already awoken and was now standing in front of the dorm room mirror. He seemed to be inspecting his new animalistic appearance. With the exception of his dry scale like skin, sharp nails and teeth, as well as his red cat like eyes. His appearance hadn't changed much too much from when she met him. He still had a slim build and an average height with short bright blond hair. Her gaze then returned to Ruin's slumbering form. Ruin normally kept most of his features covered by heavy baggy clothing and a small mask like piece of cloth that covered the bottom half of his face. After changing into his sleep wear his features we're a lot easier to make out. His hair was dark blue with black streaks and he has a larger frame than George but is slightly less muscular. Both still paled in comparison to Axel's large muscular build though.

Speaking of Axel Penny soon noticed that the boy in question had yet to be accounted for. So she continued to sweep her eyes back and forth through the room in an attempt to locate him but finding no signs of him being present. Since it's a bit hard to overlook somebody as large as Axel it became clear that he wasn't in the room. Causing Penny to begin to worry and ponder where he may have gone but. Before she could put much thought into the matter the door leading to the small bathroom connected to their dorm room swung open. Penny hadn't thought of the bathroom, and why would she? After all she doesn't use it herself. Her head instantly swings over to the door to see a topless and slightly wet Axel stepping out into the room with a towel hung around his shoulders. A since of relief comes over her when she sees him but she soon finds her eyes locked on him and she can't pull them away. Seconds later and her vision are quickly obscured by error and warning messages. In a panic she begins to run emergency diagnostics checks and realizes that she is rapidly overheating. Quickly going into action she desperately starts trying to correct the unknown error and vent the excess heat from her body. While doing so she hears a soft groan come from girl beside her as she sits up. "Is it warm in here all of a sudden or is it just me?" She asked before glancing over at Penny. Ember's eyes became wide once she noticed her new friend's distressed state and leaned in to whisper into her ear. "Morning Penny, are you feeling alright you look a little flush?"

Penny turned towards the sound of Ember's voice and sees that she was now awake and in the middle of stretching out her arms and tail. "I…I am sensational just some minor overheating, I'm sure the error will be fixed soon." She responded as she looked back towards the likely source of her issue.

Ember tilted her head and gave Penny a curious look before following her eyes across the room. A wide grim appeared across her face when she notices that they leading to Axel. "Oh, I guess you were just enjoying the view huh?" She teased before grapping her pillow and pelting it at their shirtless shield master. The pillow strikes him with a surprisingly loud thud staggering the unsuspecting boy. Axel quickly catches himself and glares towards his attack. "Hey Axel this is our room to you know, so have some decency will you!"

Axel grunts in annoyance but quickly complies by quickly donning his school uniform. And once he was fully clothed the error messages obscuring Penny's view quickly subside and her heat levels finally return to normal. Allowing her to breathe a sigh of relief but since wasn't completely sure of what created the error in the first place she had to make sure to send a bug report back to the lab. After doing so she turned back towards her companion. "Thank you Ember, what ever you just did seems to have helped." She said while giving her a wide smile.

Ember quickly returned the smile. "Don't **'sweat'** it, I mean I just did what anyone would do in the **'heat'** of the moment." She continued to tease.

Ember's joking caused Penny to giggle. "Ember you're starting to sound like Yang Xiao Long."

"Who is that? And why does that name sound familiar." Ember inquired.

Before Penny could respond Ruin had finally awoken from his sleep cycle actually roll out of bed onto the floor. Once on the floor he rolled around and groaned for a moment which was the most sound she had ever heard him make outside of few words he spoke last night. Then he sprang to his feet and instantly began to wash and dress himself for the day and Penny and Ember realized they should probably do the same. Once they had all finished George finally broke away from the mirror to stand before the group. George put on a wide grin as he addressed them. "Alright team yesterday was more than a little crazy and I'm sure you all want nothing more than to laze around for awhile but. We just got started here and so it's far too soon to be taking a break now. Also you may be interested to know that a Professor dropped by this morning and gave me a schedule for today's classes and combat exercises. It would seem that today will be a fairly special one since there won't be any of the regular classes this morning but. Instead there will be an assembly followed by a cross team live combat exercise."

"Oh, a Combat exercise is it? It sounds like fun to me but what do they mean by cross team combat exercise." Ember asks with a mix of excitement and apprehension in her voice.

"Well it doesn't really give many details other than it will be a team versus team competition. I'm guessing that we'll be getting more details at the assembly itself." George responds while skimming through the schedule in his hands.

"If that's the case I guess I won't be able to take part will I?" Penny asks with look of disappointment in her shimmering green eyes.

"Well on paper you're assigned as our back up team member. This basically means your response ability is to act as a substitute in the event that another member of our team isn't able to take part in a mission. So it's unlikely you will be taking part in this activity. It's just as well though, the less they see you in action the easier it will be to keep your identity a secret." Axel explained in a tone that suggests he was trying to cheer her up but. It was quickly made clear that his words were having the opposite effect when Penny's head dipped and Ember began patting her on the back and glaring at Axel.

Sensing the disturbance in their ranks George cleared his throat in order to regain the group's attention. "Anyway we only have about half an hour to get to the Assembly hall, so I suggest we get a move on shale we."

The each member of the group agreed and a moment later they left their dorm room together. From there they made their way towards the assembly hall and since Penny still knew the Beacon campus the best she given the task of leading the way. Once they had left the dorms and made it onto the main campus grounds and still had a fair amount of time before they were scheduled to arrive. So Penny decided to make a few short stops along the way. The first was at the cafeteria because Ember insisted she just had to try one of the breakfast it's she wrote down the night before. Penny didn't see why not and she still owed Ember from that morning so she happily agreed.

Once inside the groups eyes became wide at the sight of chaos. The cafeteria was practically bursting at the seams with how many students were crammed inside. "So unorganized, I guess this is what happens when you take a bunch of students from all over the planet and cram them all into one school for several weeks." Ember said jokingly.

Axel nodded in agreement. "This is nothing like back home. Even during the rare times when the mess hall was over crowded it never got this loud, or ironically messy. Seriously did that red haired girl just throw a pie?" He asked while pointing to a corner of the room in which a heated argument about was taking place. About what would be anyone's guess and he could imagine it was about something ridicules.

George shook his head as he stepped forward and turned to face his companions. "Hey come on guys, you need to relax a little. I mean it's the Vital Festival! A time of celebration! A time for different people to come together and share their cultures with one another! Basically it's a time when you're supposed to step out of your comfort zone and have new experiences. I myself have been having a blast so far and can't wait to see what else this day will bring."

"Are you so sure of that? Because I would wager a guess that there's a heap of trouble coming your way soon." A new female voice chimed in.

George spun around to see the brown haired rabbit faunus Velvet Scarletina standing directly behind him. Georges red eyes shimmered at the sight of her. "Hello and good morning Velvet! Mind if I inquire as to why you think something bad is going to happen?"

Velvet smirked and pointed her thumb behind her towards team CRDL's usual table. Where three of the four members were currently sat and with each one staring daggers him and his team. "Well for one, it would seem Cardin had to be hospitalized due to his leg injury yesterday. I get the feeling they aren't too happy about that. Also they had to give the nurse some kind of story as to why he was hurt so bad. Obliviously Professor Goodwitch figured out what was really happening and gave them quite the talking to. Oddly enough it doesn't see like they figured you as being involved but. I get the feeling it's just so they can get pay back themselves. So I would keep your distance from them and Goodwitch just in case."

"Thanks for the head up Velvet. Anything else I should know about?" George asked.

Velvet placed a finger on her chin and began to think. "Well I guess there is one last thing. My team leader Coco is still a little pissed about yesterday as well. So if any of you guys see her try not to provoke her, please."

"No problem Velvet, we will stay out of trouble. As team leader I will make sure of it." George responded proudly. Velvet gave him a final smile before waving goodbye to him and his team. Then George turned back around to face his companions and was greeted by several disgruntled expressions. "What?"

"You will keep us out of trouble? Oh, that is rich! It's only our second day and you have already made us the enemy of two teams and the teaching staff!" Ember roared.

"I have to admit it's almost impressive how much trouble you can cause in a day." Alex said while griping the bridge of his nose.

"Well I think it's wonderful that George has gotten to meet so many people already. It took me a few weeks before Cardin became my enemy. Ruby says it's like a rite of passage here." Penny announced happily.

"You see she gets it! Thank you very much Penny." George said before motioning towards the breakfast line. "Now let's go get a quick bite and get out of here!"

* * *

After a short breakfast the group left the cafeteria and headed towards their second stop before the assembly hall the library. The reason for the visit was because Penny wanted to check out a few books. She said she had set them aside so it should only take a few minutes but, it ended up taking over ten putting them once again behind schedule. Once they finally arrived in the assembly hall much like the cafeteria the room had become completely filled to the point of spilling out into the hallway. The help of Penny and Axel the group was able to push their way through the crowd so they would be able to see and hear what was going on. At this point the headmaster was already standing at the front of the state preparing to address the students and readying himself to address them.

The headmaster took a moment to adjust his classes before finally speak. "Hello and welcome, as I'm sure many of you are aware I am professor Ozpin headmaster of this academy. I am telling you this now because we have many new faces amongst us today. Huntsman and huntresses from all over the world have come to our academy to take part in the festival. It is always an honor to be chosen to host such an important event but. I myself have always found the tournament itself to be more for the audience than for the sake of the competitors. So I find it's important to take time to hone your skills in more realistic combat situations." He stopped for a moment to gauge the student's reactions and take a sip from his coffee cup. "There for, you all will be taking part in a game. A game that well test every still you have gathered from your training so far and push you to your limits. That game is... Capture the flag."

Looks of confusion and excitement swept across the students as they considered challenge they were about to face. After a moment Ozpin continued. "This competition will be a test of teamwork, flexibly, and creativity. As such you will not be grouped with your own teammates but rather you will be randomly assigned into a team of four members. There will be no telling who you will be pared with and once your team is chosen it will be final until the competition is over. For those that are familiar with capture the flag the objective is rather simple. You need simply to find your enemies base, retrieve their flag, and return to your own base with it. Once you have done so your team will be declared the victors and will move on to the next stage of the competition. Now are there any questions so far?"

Penny lifts up her hand and starts to speak. "Yes sir, if teams are randomized does that mean I will be able to take part."

Ozpin takes a moment to locate the source of the question and realizing who's asking the question begins to think for a moment. "Ah yes, if I remember correctly you're listed as a backup team member correct? Normally a back up wouldn't be able to take part since the team numbers would always be equal but. It just so happens one of our team leaders, a mister Cardin Winchester is suffering from an injury and won't be able to take part in today's activities." Ozpin takes a moment to look across the room his eyes stopping on George and the other members of Cardin's team before speaking. "Since there is an opening I see no reason why you cannot take his place in the event."

After Ozpin had finished his explanation the team assignments had begun. And just as he had said the teams were completely randomized with the only exception being that team leaders would be split up for the sake of fairness. By the end of the selection process the teams in team GEAR's bracket were as fallows.

Leader George Bolt, Blake Belladonna, Weiss Schnee, Ember Wieldings

Leader Coco Adel, Axel Ironwood, Ruin Rustwhel, Nora Valkyrie

Leader Juane Arc, Pyrrha Nikos, Velvet Scarletina, Yang xiao long

Leader Ruby Rose, Penny, Russel Thrush, Sky Lark

Stand in Leader Dove Bronzewing, Yatsuhashi Daichi, Fox Alistair, Lie Ren

After the announcements were made all of the students were given an hour to mingle and get familiar with are new teammates. Since many of combatants in their bracket seemed to know each other rather well most of them chose to stay together as a single group.

"Man this going to be great, I can't believe I got pared up with the black beauty. If only you weren't on my team it would have be perfect." George said directed at Ember.

"Hey this isn't really an ideal situation for me ether! Not only do I have to put up with the worlds biggest faunus manic but I also have to deal with that bigot Weiss Schnee. I heard she was attending Beacon but, I didn't think I would have to work with her." Ember growled.

"Weiss Schnee? I think I have heard of her but I haven't met her before. Do you know her Ember?" George asks.

"Yeah, we went to the same combat school once. It was slightly before I got my hearing aids though. Since we had a hard time communicating we never really interacted with one another. When I finally got my hearing aids it was around the very end of our last year there. I thought I would surprise my classmates so I kept it to myself but. I happened to over hear her when she was bad mouthing our people. And it was right in front of me too. I know she didn't think I could hear her but it doesn't make it right you know. I kind of lost it and nearly decked her. If it wasn't for Ruin being there to calm me down I don't know what would've happened." Ember explained.

"Wow there really is still a lot of jealous people out there huh? When will they learn how amazing it is to be a faunus." George scuffed causing Ember to roll her eyes.

"Like your one to talk George!" Ember hissed causing George to jump slightly and give her a confused look. Ember knows that George means well but, she still feels like snapping at him for his constant ignorance.

"What did I do?!" George asks.

Before Ember can let out another word a familiar voice enters her hearing aids. "Ember?! Ember Wieldings is that you?" Ember turns away from George to see none other than Weiss Schnee approaching them with one of her team members.

Ember tries her best to put on a fake smile and sound enthusiastic as she addresses her. "Oh, hey Weiss long time no see. Have you been well?"

Weiss quickly reaches out and grips Ember's hand and she needed to fight back the urge to jerk away. "I have been wonderful thank you for asking. Wow though It really has been too long hasn't it. I couldn't believe my ears when I heard your name during the team announcements. Your team must be here for the festival right? Anyway I was even more surprised that we ended up on the same team of all things."

"Yeah it was quite the shocker huh? I mean just imagine my surprise." Ember tried trying to sound enthusiastic let out a half hearted laugh as she spoke.

This time it seemed Ember's discomfort got through to Weiss causing her expression to drop and her grip on Ember's hand loosen. Then there was a moment of silence before Weiss let out a sigh and spoke again. "Listen Ember, for some time now I've really wanted to see you again. There is something I have been meaning to say to you."

"What could that be?" Ember inquired as she braced herself for some kind of anti-faunus rant to follow.

"I would like to say I'm sorry." Weiss said while lowering her head in an unexpected apologetic manner.

Ember was taken back by this unexpected behavior and half thought it was some kind of trick. "Wait, what are you apologizing for!?" She asked with a look of confusion on her face. She had never seen Weiss apologize to anyone about any thing, let alone lower her head to do so.

"I said a lot of cruel things about you and your people when we were younger. I know this is no excuse but please understand that my childhood was a difficult one. I realize now that I had no right to take it out on somebody who had nothing to do with it. And that is why I'm apologizing to you now."

Ember was now complete in shock and at a loss for words. Well almost at a loss. "Weiss I…"

"It's ok Ember, you don't have to say anything. I just wanted to let you know how I felt." Weiss interrupted.

"Wow I guess we have made some progress after all huh Ember." George cut in with a snarky tone.

Ember shot George a dirty look for interrupting their moment but, she couldn't help but agree with him. She also couldn't help but wonder what could have changed the heiress so much in the time they have been apart. While she was pondering the possibilities is when the person George had been referring to as the black beauty started to introduced herself. "Hello I'm Blake. Blake Belladonna that is, and I am one of Weiss's friends and teammates nice to meet the two of you."

"The pleasure is mine ladies. My name is George Bolt, I am a great many things a huntsman, a researcher, and of course a gentleman. I hope we will make for a good team in the battles to come." George boasted as he reached out to shake their hands.

Blake hesitantly accepted his handshake and a look of realization seemed to come over her. "Wait Bolt? Are you related to professor Bolt by chance?" She inquired.

"You mean the Grimm behavior specialist? You mean that Professor Bolt?" Weiss asked curiously. Blake nodded in response and both their gazes fixed themselves on George for his response.

"Yes I am, the very same my dears. He is after all my father you see." You could almost see Georges head inflate as he spoke.

Then a look of confusion came over Weiss. "Hold on a moment, not to come off as rude or anything but. I have never heard of Professor Bolt ever having any faunus children." She interjects.

"Don't let this monkey's appearance fool you. He's human born to be sure but. He makes a hobby of using his own body as a test subject for his crazy concoctions. In this case he spliced his own DNA with faunus DNA just to see what would happen." Ember corrects.

Both Blake and Weiss have to take a step back to glance at the boy again. "Wait he did what?! That's completely crazy!" They said in sync with each other.

"That's what we all told him too but, he just doesn't get it." Ember explained while shaking her head.

"Hey no need to fret ladies, becoming a faunus is the greatest thing I've ever done. My senses are so sharp now, I have never felt more connected to the world around me. Everyone will want to join me soon enough you'll see." George stated while wearing a confident grin.

Blake couldn't help but feel the irony in this. A human trying to become a faunus and herself a faunus pretending to be a human. Together with a real faunus and a girl who use to have very anti-faunus point of view all on the same team. She could just tell that it was going to be a rough afternoon.


	9. Let the Games Begin

**Notes: This chapter was updated on 03/01/16.**

* * *

Let the Games Begin

Almost hidden among the large crowd of colorful and excited students stud a young girl cloaked in a bright red hood. The girl slowly moved through the crowd of students behind a group of two girls who seemed to be her teammates. When two of the girls in front of her stopped to speak to a couple of new faces that they would likely be grouping up with for the up coming battle, the red hooded girl tried to squeeze in between them but failed. Realizing that her teammate's attention had been absorbed by the new faces and her efforts to squirm through them was futile. She decided a different tactic was in order so she stud up on the tips of her toes in an attempt to gain a better view. It wasn't an easy task to accomplish for her however given her exceptionally small stature in comparison to her fellow pares. Mind you it wasn't as if she was short for her age but rather she was at least two years younger than most of her fellow schoolmates. This was due to her being moved ahead two years for several months earlier. Luckily for her that one of her teammates was rather short for her age and she is able find a good vantage point. While her eyes tracked across the room they came to stop on a familiar pink bow connected to an equally familiar head of curly red hair surrounding an even more familiar small freckled face. Sure enough standing among the crowd was none other than on of the hooded girl's best friends known as the synthetic girl Penny. Penny was standing in the middle of another group of unfamiliar faces. The hooded girl had heard that she had gotten her own teammates when she came to Beacon and guessed that at least a few of them had to be a part of her new team. Then the red hooded girl opened up her mouth as wide as she could and threw her hand up in the air in a waving motion before calling out to the girl in a joyful tone. "Hey Penny, over here!" The synthetic girl's head spun around moving back and forth in sweeping motion until her eyes flicked up towards the red hooded girl's location. When the two's eyes met they both lit up and the synthetic girl quickly broke away from her group and began to make her way through the crowd waving her hand in the hooded girls direction.

"Salutations Ruby!" Penny shouted as she approached.

Then the red hooded girl known as Ruby Rose quickly became a blur of motion zooming around the human blockade that had been completely halting her progress only moments before. Once she closed the distance between herself and Penny she leapt into air and into the now open arms of the synthetic girl before her. Despite the ridicules speed in which Ruby had moved and how little warning Penny had been issued before hand, she easily plucked Ruby out of the air and pulled her into a tight nearly bone crushing embrace. "Oh Ruby, it is so good to see you again!" Penny exclaimed.

"Ah… Penny.. too… tight… can't breathe!" Ruby said before quickly being dropped on to the floor.

"Oh Ruby, I am so sorry! I guess I still don't know my own strength yet." Penny said nervously.

"Oh it's completely alright, look no harm done." Ruby said as she picked herself up of the floor and began dusting herself off. "I can't believe we got put on the same team together! Even if it will only be for this tournament I know we will have a lot of fun together!" Ruby cheered. before placing a finger on her chin like she was lost in thought. "With that said, I didn't even think you were back in Vale yet since you didn't come to the meet up yesterday. Did something happen?" She asked in a slightly worried tone.

"Yes, it is sensational! We're going to have so much fun Ruby friend." Penny agreed.

Ruby then place a finger on her chin like she was lost in thought. "With that said, I didn't even think you were back in Vale yet since you didn't come to the meet up yesterday. Did something happen?" She asked in a slightly worried tone.

"Wait a meet up?" Penny asks in a slightly confused tone before taking a moment to play back the record of the last talk she had, had with Ruby.

* * *

**Penny's Head**

Ruby: "Hey Penny, so you're heading out I'm guessing?"

Penny: "Yes unfortunately as part of the agreement with my father I must return home to Atlas for regular inspections and repairs. Is there anything I can do for you before I leave Ruby friend?"

Ruby: "Oh, well I was just wondering do you know what day you will be getting back from Atlas? Because I was thinking that once you got back we should all meet in the cafeteria and go have some fun together. Kind of like a welcome home party!"

Penny: "That sounds wonderful Ruby, I would love to go! I should be back in three days time if everything checks out."

Ruby: "Alright great! I guess we will see you then, don't forget ok."

Penny: "Don't worry friend I don't forget."

**Recording ending**

* * *

Penny's eyes flickered as she came back to the present and her hands quickly flew upward to grip the sides of her head in dismay. "Oh no, I am so very sorry Ruby! A lot of unexpected things happened yesterday and I was so busy that I didn't have time to check my records. Can you forgive me?" She asked in a disheartened tone.

Ruby simply reached out and grabbed hold of Penny's hands and gave her a warm smile while she held them in a comforting manner. "Come on Penny, you don't need to worry about it so much. I am not going to get angry with you over something like that. Besides it's a bit of a long story but, yesterday turned into a complete mess for us too so it's probably a good thing you weren't there." Ruby said while trying to hold back a laugh.

Penny quickly returned her friends smile before pulling her into another tight but slightly less lethal hug. "Thank you Ruby, you really are a great friend." She said softly.

"Your… welcome… Penny." Ruby managed to force out.

The two were finally pulled out of their own world by the sound of a soft female voice calling out to them from the direction of Ruby's teammates. "Oh, so this must be the famous Ruby Rose I have heard so much about. You are quite fast aren't you? I almost didn't notice you zip by us a moment ago."

Both Ruby and Penny turned to face the source of the voice. When Penny noticed who it was her smile widened while Ruby's expression became much more inquisitive. Standing before them was Penny's teammate Ember Wieldings and following behind her was George Bolt and Ruby's teammates Weiss Schnee and Blake Belladonna. "Greetings and Salutations friends!" Penny greeted with a wave.

"So you know these two Penny?" Ruby asks while motioning to Ember and George.

Penny nodded vigorously before stepping between Ruby and her teammates and motioning to Ember. "Allow me to introduce you, this is Ember Wieldings. She is one of my new teammates. She is a really nice person." She said before looking over at Ember and motioning towards Ruby "This Ember this is Ruby, the friend I told you about. She is also a very nice person."

Both Ruby and Ember exchanged a smile while they reached out to shake each others hands. "It's a pleasure to meet you Miss Rose. Thank you for always looking after our teammate." Ember stated in a warm tone.

Ruby chuckled. "Just Ruby will be fine and your welcome!" She responded before she glanced up and noticed a long tail wagging behind the small girl. "Oh, you're a faunus?" She inquired.

The question caused Ember to lift an eyebrow. "Is that a problem?" She asked hesitantly.

Ruby glanced past Ember towards her two teammates Weiss and Blake who exchanged a knowing look. Then Ruby shook her head and gave Ember a bright smile. "Nope, it's not a problem at all! It's a pleasure to meet you Ember!"

"Gees Ember you should be careful. If you keep that act up they might just mistake you for a good girl." George cut in with a chuckle.

Ember promptly silenced George's heckling with a swift elbow jab to stomach. George slouched over and let out a groan of pain while he took a few slow shaky steps backward griping at his chest. "Sorry about that, his name is George you can just ignore him. He isn't very important after all." Ember stated with a straight face and a smile.

"You're so cruel!" George groaned.

"Right… Well it's nice to meet you George." Ruby said as she gave a concerned look to the blond boy curled up behind Ember. Also Ruby couldn't help but notice the boy's odd appearance. He looked like a faunus but not like any she had ever seen before. There were certainly animal features that she could recognize but she had never seen them all mashed together like they were on George. Perhaps his parents were each a different type of faunus and he inherited traits from both of them. She wondered to herself.

Ruby was pulled from her thoughts by yet another new voice. This time it was a much deeper male voice. "Somebody you know Penny?" The voice asked. Instantly recognizing the voice Penny spun around see Axel approaching them.

Coming along with Axel Ironwood was her final teammate the still silent Ruin Rustwhel. Penny quickly responded to Axel's question by going back introductions. "Yes Axel, this is Ruby Rose. She is the leader of Team RWBY and one of my best friends here at Beacon. We talk to each other about everything. And she has been a great help to me during my time here."

Axel nodded along until something seemed to catch his ear. Then he gave Penny a suspecting glance before he spoke. "Oh well that's nice but, what did you mean exactly when you said the two of you talk about everything?" He inquired in a serious tone.

In response to Axel's question at least half the group seemed to freeze in place and focus intently on the pair, either because they were suffering from complete confusion or had full understanding of what Axel was implying. That's when Penny recalled the fact that as part of her fathers agreement with General Ironwood that she wasn't to share her identity as a synthetic person to anyone who didn't need to know. And of course it was part of Axel's job here at Beacon to make sure it stayed that way.

Penny began to speak nervousness was making it difficult. "Ye, yeah, you know its just girl stuff. Yeah girl stuff, like what cloths to wear, what shops we should visit, and umm about cute boys. *hiccup*" The moment Penny finished speaking she let out a loud hiccup and her hands shot up to cover her mouth.

"Penny did you just hiccup?" Axel questioned her in a confused tone.

"No, do... *hiccup* don't be silly Axel. Why would I do that?" Penny forced out while still holding her hands over her mouth.

"Penny, are you hiding something from me?" Axel questioned while leaning forward to look Penny in the eyes.

"I… I.. am not *hiccup*." She responded.

Noticing her friends discomfort Ruby quickly began to pat Penny on the back. "What you got the hiccups again? Gees, want me to get you a glass of water or something." Penny's hiccup's were caused by a programming error so neither the pat on the back nor the water would do anything to help her get rid of them but both Penny and Ruby already knew that. The question was if Ruby's ignorance act would be a good enough to get Axel to drop the subject. And when Axel leaned back and gave them both a smile it seemed like it did the trick, at least for the time being anyway.

"Right, it's a pleasure to meet you Miss Rose. I am Axel Ironwood. Since you're a team leader yourself, I trust that you will take good care of my teammate while you're out there?" Axel posed his statement as a question.

"You can count on me! We're totally going to win this thing!" Ruby cheered happily while flailing her arms around like she was fighting off the air itself. The strange action of course caused Axel to raise both his eyebrow and his doubts. However Penny seemed happy so he chose to keep any doubts he had to himself.

Then a girl with long blond hair crept up behind Ruby and pulled the hooded girl into a powerful hug. "That's the spirit sis!" The blond girl cheered before unwrapping one of toned arms from around the smaller girl's waist to deliver a hearty nuggy to her head.

"AHHH, Yang!? Not you too! Let go, quit it!" Ruby shouted as she frantically tried to shake off her attacker.

"Come on you asked for this and you know it." Yang retorted.

Ruby finally managed to pull herself free and turned to face her sister with a confused and slightly annoyed expression. "Dear sister what are you implying? I have done nothing to warrant this kind of abuse."

Yang let out a wicked chuckle before responding. "You don't think so? What about that declaration of sure victory you just made huh? That was rather bold of you, don't you think sis? I mean you do realize that we will be on different teams today right? And on top of that I have the invincible girl on my side. So even if you some how managed to take your big sister down, as unlikely as that outcome already is. Do you really think you can beat Pyrrha?" Yang asked with a dismissive tone in her voice.

It was clear to Ruby at this point that Yang was just trying to rile her up and she had half a mind to just ignore her. However Ruby never liked to back down from a challenge and Ruby rarely felt more in her element then on the battlefield so she was more than willing to let their sibling rivalry ignite. "This game isn't just about strength Yang! Its team work and tactical thinking! Both of which are areas you my dear sister are rather lacking in last I checked. So yes, I do believe our team will thrash yours Pyrrha or no Pyrrha!" Ruby declared before turning towards Penny. "Isn't that right Penny!?"

"I am combat ready Ruby!" Penny responded while giving Ruby a quick salute.

Then Yang burst into a fit of laughter before speaking. "Well then, in that case I wish you both the best of luck." She said before redirecting her gaze towards the other two members of Ruby's team, one Russel Thrush and Sky Lark both of team CRDL. And both of which were standing away from the group rest of the group talking amongst themselves. "You are going to need it." She declared.

"Oh you will see! I will show you how lucky you are to have had a leader like me!" Ruby roared before the two members of team CRDL had finally decided to join the group. Of course their sudden interest in the group wasn't in getting familiar with their teammates but rather they were wondering what all the racket was about and came to check it out. So after a quick explanation, they had a quick laugh at their new leader's antics and then their focus moved towards the blond bombshell who was challenging them.

Russel moved towards Yang with a determined look in his eyes and pointed his finger in her face. "Listen here Blondy. I wouldn't underestimate us if I were you. You may regret it."

"We will just have to wait and see then wont we." Yang retorted dryly. It was clear she wasn't intimidated by Russel's words.

A few moments later and most of team JNPR and team CFVY had returned from refreshment run they had been on since the end of the team announcements. Of course eight people weren't needed to get the group all the food and drinks they needed. However because of the luck of the draw the two teams would be sharing most of their teammates with the other so it just seemed like it would be a good chance for them to mingle on their own a bit.

Team JNPR was considered an oddity among the teams in Beacon. Their leader a young man by the name Jaune Arc was far from what you would call a good remodel. It's not as if he was a bad guy or anything. Rather he was known for being a kind hearted and fun loving guy. The problem was that Beacon was a combat school and he was far from the best fighter. And his academic grades also left something to be desired. Luckily Jaune's teammates were very supportive and because of their efforts he has shown great improvement over the course of a single semester. And the person most responsible for his improvement had to be Pyrrha Nikos, also known as the invincible girl. Her strength and skill were considered to be completely unmatched among the other students in her year and she was also known to be quite patient and understanding. In other words Pyrrha was the type of person who would never give up on somebody easily. These traits made her the perfect teacher for Jaune.

As for the other two members of Jaune's team there was Lie Ren and Nora Valkyrie. The two of them at first glance would seem to be complete opposites. Lie Ren has always been a soft spoken and methodical thinking type while Nora Valkyrie had always been more of an energetic and bubbly girl. However despite their conflicting personalities the two of them always seemed to get along quite well. Almost to the point that many have begun to suspect that there is some kind of romantic involvement between the two of them. Of course if you were to ask either of them about the matter they would quickly shoot it down with something along the lines of "We're not together, together, because that would be weird right?"

The members of team CFVY on the other hand were considered to be quite the powerhouse. Which did make, after all they were second year students. Since Beacon Academy is usually the starting point for most huntsmen's field training, a single years worth of training and experience could make a world of difference on the battlefield. And because they were the only second year team in their bracket they were without a doubt a threat to be reckoned with in this tournament. However team CFVY wasn't just any run of the mill second year team. Their team leader Coco Adel was a bit on the wild side. Some have called her brash and others have downright called her crazy. Despite this Coco was skilled enough to become a crowd favorite during last years Vital Festival Tournament. And on top of that Coco and the rest of her team are one of the few teams in her year to have a flawless mission success record. With all that under her belt it's hard to question her skill or her leadership skills.

As soon as team JNPR and team CFVY had arrived and distributed their provision the whole group sat down to enjoy their meal. After a few more minutes the room around was even more alive with excitement and long winded chatter. And of course this group was no different with greetings and gloating abound. Finally after what seemed like forever the headmaster Professor Ozpin returned to the stage and stepped before the microphone gaining the attention of the room before he even said a word. Regardless he felt the need to clear his throat before addressing them. "Well, you all seem quite excited to get started which is good but, I want you to remember that this isn't all fun and games. This will after all be a live fire combat exercise. And as such the danger of injury or even death is an always present possibility. So we have taken measures to minimize potential injury with these." He stated as he lifted his arm to show everyone a small wristband. "You will all be given one of these special wristbands. This wristband will monitor your aura reserves with greater accuracy than even your scroll. Now is everyone following so far?" He asked.

After a moments pause he continued. "Of course these bracelets will be an important part of the game itself as well. You see this event is meant to test three things. The first thing is your ability to adapt. The second thing is your ability to think tactically. And the third thing is teamwork. You must be able to quickly assess an ongoing battlefield on the spot. To accomplish this we have decided that it would be best to keep the players in constant motion. That is where the bracelet comes in. As I stated it will be monitoring your aura and when your aura falls below 75% your wristband will turn red. When this happens you are advised to return to your base which is marked with your color and flag. After doing so the wristband will turn green and you can return to battle. The same will hold true for 50% and 25% as well. However if at any point your aura falls below 10% you will be seen as unfit for battle and will be benched for the remainder of the round. Is there any questions?"

In respond to Ozpin's question a student in the middle of the crowd raised their hand up in the air and shouted towards the stage before being called on. "Yeah, what happens if we don't notice the light of the wristband has turned red?"

"I wouldn't worry about that, it will be sure to remind you." Ozpin said as a devilish grin came to his face. "Now as you may recall the game is won by simply taking the opposing teams flag and returning with it to your own base. One thing you should know though is that you aren't allowed to carry your own team's flag. Trying to do so will result in a penalty. So you will all be given a code that you can enter into a control panel attached to your own flags flagpole. If the code is entered correctly the flag will return itself to your base without you needing to hold it. Other than that you are allowed to defend and attack in any way you see fit. That means any weapons and equipment you can carry on your person are fair game. And of course semblances are fine as well. Now with that out of the way I wish you all good luck." Ozpin stated before turning away from the crowd and walking off the stage.

A moment later and Professor Goodwhich stepped back onto the stage to reveal what they had all been waiting for. That being the tournament's first round pairings of course!

Round 1: Leader George Bolt, Blake Belladonna, Weiss Schnee, and Ember Wieldings Vs Leader Ruby Rose, Penny, Russel Thrush, and Sky Lark.

Round 2: Leader Juane Arc, Pyrrha Nikos, Velvet Scarletina, and Yang xiao long Vs Leader Coco Adel, Axel Ironwood, Ruin Rustwhel, and Nora Valkyrie.

Round 3: Stand in Leader Dove Bronzewing, Yatsuhashi Daichi, Fox Alistair, Lie Ren and Vs Leader Sun Wukong, Neptune, Emerald Sustrai, and Mercury Black.

When the announcements were over the whole room erupted in a mix of cheers and battle cries. This was the moment many of them didn't know they were waiting for until it had come and now they were ready to dive in head first and test their skills.


	10. Round 1 Part 1

**Notes: This chapter was last updated on 03/07/2016**

* * *

**Round 1**

The bright morning sun hung high in the sky bathing the forest below it in dazzling light. The forest itself was like an endless sea of red. Each tree in the forest was bearing the same dark red leaves that at first glance would appear to have been stained by blood. And the trees seemed to be in a constant state of fall, continuously shedding their crimson foliage as fast as it could grow back in an endless cycle. These process left large gabs in the tree canopy allowing the suns rays to pour in and reveal a set of ancient ruins hidden within. The ruins in question seemed to have been long since abandoned and have since been ravaged by natures grasp. The ruins were covered in vines and had started to crumble under their own weight. And at first glance the area around the ruins would've seemed like it hadn't been touched by man in decades if it weren't for one exception. Among the ruins stud a single structure that appeared completely untouched by both nature and time alike. Even though the building had the same architecture as the other ruins around it, it was clear that it didn't belong. The structure was made up of a large dome that was supported by massive stone pillars and it was decorated with bright red banners on all sides. While in the center of the structure stud a single bright red flag depicting the same design as the banners.

For the most part all was still in the ruins and the surrounding forest but a low humming sound soon filled the air as the wind picked up around them. In the center of the structure the red flag began to blow violently in the wind that was being funneled in between the stone pillars. And for several minutes the wing and humming continued to intensify until it finally reached an apex and began to die back down. As soon as the wind began to die down four figures appear at the threshold of the stone building and made their way towards the center flag chamber. Each of the figures was dressed in heavy combat gear with weapons at their side, backpacks on their backs, and grins wide across their faces.

Once inside the flag chamber one of the four figures, a young girl sporting a red hood ran into the center of the structure in front of the flag and spun in place to face the rest of the group before addressing them. "Well then, this is it you guys! We have about five minutes or so before the signal to start the first round will be fired, that gives us some time to talk strategy."

"Ready and waiting, what are your orders Ruby?" Penny announced while giving a salute.

Ruby gave the synthetic girl a bright smile before motioning to one of the other two members of their team. "Alright, Russel you seem like you are light on your feet. I was thinking you and I could be on the away team. We will be taking the fight to their door step." Then she motioned to Penny and the last member of their team. "Meanwhile I will have Sky Lark and Penny remain here to sure up are defenses."

Sky Lark and Russel exchange a glance before Sky Lark decided to speak up. "Hey wait a minute. Why should I get stuck here babysitting freckles while you guys have all the fun?" He asked while pointing a finger in Penny's direction. "I have a personal score to settle with that George fellow and there's no way I'm missing this change!" He complained.

"Oh, you know George Mister Lark?" Penny inquired.

Sky glanced over at the inquisitive red head and grunted an affirmative. "Yeah we had a…" He paused for a moment trying to think of what to call it. "We had a little chat with him yesterday. Isn't that right Russel?" He said while motioning to his teammate to collaborate with his story.

With missing a beat Russel picked up with Sky left off. "Yeah, you could say we really 'hit it off'. Unfortunately we had to cut the conversation short just when it was starting to get interesting. So we wanted to pick it up from where we left off." Russel explained while rubbing his jaw and grimacing, almost as if he was remembering something unpleasant.

Ruby gave them a nod of understanding before addressing them in the most series tone she could manage. "Sorry guys but this is a battlefield. Talking can wait until after we mop the floor with them." Though Ruby's tone was on point it was completely countered by her overly animated hand gestures.

Then Sky Lark made an audible grunting sound to display his displeasure. "Whatever, I'm still not staying behind with freckles and that's final!" He declared.

After Sky made his declaration Ruby felt her heart sink slightly but refused to falter. So she continued her attempts at convincing him. However Sky was just as determined and even after several minutes of pleading and poppy dog eyes Sky wouldn't give an inch. Feeling like she had no other choice Ruby turned towards Penny with an equally pleading look in her eyes.

Seeing her friends distress the synthetic girl instantly went into action by stepping closer to Sky and lightly tapping on his shoulder to get his attention. "Pardon me mister Sky Lark but I feel I should inform you that my name is not Freckles, its Penny. Also correct me if I am wrong but it appears as if you are questioning our commanding officer's orders. That is clearly in violation of protocol and if such behavior continues I may have no choice but to correct it myself." Penny spoke in a stern and almost threatening tone. Sky looked like he was a about to speak against her when her back panel opened up and her bladed weapons shot out and unfolded behind her.

Both Sky and Russel were caught off guard by this sudden personality shift and physically took a step away from her. They weren't sure what had gotten into the polite girl that was with them up until a moment ago but neither of them really wanted to find out. So they both just agreed to follow their orders without further augment, at least for time being that is.

* * *

Meanwhile just past the forests edge was the mouth of a small box canyon. Tucked into the far back corner of this canyon was sat a second grouping of broken down ruins. These ruins were similar in layout but were far more modern in their design. Of course they were also in no better condition than the ancient ruins inside the forest. The only real difference was the fact that rust and broken wields took the place of vines and cracked stone. The landscape surrounding the ruins was also quite contrasting with it being almost completely barren of life. Only exceptions to the lifelessness being a few clusters of trees and patches of grass spread out across its expanse. The only other noteworthy features of the canyon were the large stones and boulders lining its edges. The stones looked as though they had been ripped from the surrounding cliff-sides with explosive force. And finally among these ruins was yet another structure that seemed vastly out of place. It was another large building that appeared to be in an unnaturally good condition. The layout of this building was like a perfectly mirrored image of the one in the forest with the exception of the materials it was made up of. All the stone was switched out for a mixture of wood and metal. And reds were swapped out for a set of blue banners that hung from all of its sides and it had an equally blue flag planted in the center of the structure to match.

Just like the forest had been the canyon was deathly quite and unnervingly still for the early morning sun that it was being bathed in. However also like the forest all the quite stillness was blown away when a heavy duty transport ship soared over the canyons cliff-side and into the clearing in front of blue marked building. Once above the clearing it kicked out its landing gear and quickly sat itself down before one of its side doors came swinging open to reveal another set of heavily armed young men and woman. The four young warriors quickly disembark from the transport ship and as soon as they all had stepped on the barren soil and closed the door behind them, the pilot wished the group the best of luck and zoomed upward and back over the cliff-side out of their sight.

One of the four student warriors a young boy with bright red eyes and blond hair stepped forward towards the building that would be their base and began scouting the surrounding landscape. "Wow what a dump." He declared in a dry tone.

In response to his words one of the boys teammates a young female monkey faunus stepped forward to speak. "You know that we're not here for site seeing right George?" She inquired.

George let out a light chuckle before responding. "Yeah I know Ember. I just can't help but feel like red base hast to be far nicer than ours."

"Well it's certainly not the most ideal place for an outing that's for sure. However Ember is right, we're here to fight not have a picnic. So the appearance of the arena is of little importance. Even less so when you take into account how much damage we're going to do to it." Another one of their teams cut in.

George looked back over his shoulder towards the white clad heiress who had just spoken. When he did he had to mentally slap himself because he had just realized his error. The error being that he had been so focused on the "black beauty" up until then that he hadn't bothered to get a good look at the girl. Her name was Weiss Schnee if he remembered correctly and she was dressed in a fashion one would have come to expect from an heiress of the Schnee family, well for the most part anyway. She was wearing her family's colors, a light blue and white dress with a matching bolero jacket that covered her arms and back. The jacket also displayed her family crest, a light blue symbol which resembled a snow flake. She was a platinum blond and her hair was long and pulled back into a ponytail. The striking thing about her hair besides its rare color was the ponytail's placement. The ponytail was ever so slightly off center, not so much to raise an eyebrow over but noticeable at a glance. Besides that she wore very little jewelry and what she did wear was very simple in its design. And of course at her side was the proof of her chosen profession. In other words it was her weapon. Her weapon was a long silver rapier sword which looked as though it was designed to store dust in its guard. The last thing George noticed about the girl was a mostly faded scar stretched across her left eye. He couldn't help but wonder how she got such a wound but knew from personal experience not to ask a girl about her imperfections.

Of course as always George's curiosity proved unshakeable as always and quickly got the better of both his better judgment and common sense and he asked the question anyway. "So Miss Schnee, if you don't mind me asking how did somebody like yourself end up with a scar like that?" He asked while pointing out the faded wound.

The moment the question left George's lips he was instantly pierced by icy glares coming at him from all sides. One from the heiress herself but she was also joined by Blake and Ember shortly after. George felt the sudden urge to jump back and drop the subject but he soon noticed an uncertainty in both Blake's and Ember's glares. It didn't take long for George to figure out that both Ember and Blake had been wondering the same thing but just couldn't bring themselves to ask such a question. So he decided to hold his ground.

The heiress's glare soon fell away. She didn't seem angry or sad just annoyed now. When she finally spoke her voice was as cool as ice. "It's just Weiss, not Miss Schnee. I am not here to represent my family after all. As for this scar…" She paused for a moment to let out a sigh and run her fingers over the blemish as if trying to call the memory forth. "It's a bit of a long story and I believe we have more important things to do at the moment."

Realizing that Weiss was right George quickly decided to change gears. "Alright I guess that's fair. And I guess we do need to come up with a plan of attack. Anyone have any ideas?"

"You're the leader aren't you? Is that not your job?" Ember retorted.

"Yeah I suppose that's true, I am the leader aren't I? Guess your right for once Ember. This is a good chance to put my brilliant mind to the test. With that said I can't properly utilize my team members without knowing what they can do. So tell me girls what are your talents?" He inquired in an enthusiastic tone.

The girls turn to each other and began to smile before speaking in unison. "Where do we start?"

* * *

Sometime later a set of flares were launched up into the sky above the two bases to signal the start of the battle. Of course nothing happened right away. Rather than the roar of battle or the ringing of explosions and gunfire that you would expect from the start of a battle there was only silence. It was a long almost deafening silence that fell over the battlefield almost like a cloak and for the first several minutes there was also little sign of any movement on either side. And it held that way for about ten minutes before the silence was finally interrupted by the rattling of bushes leaves. The bush in question was located at the far edge of the red forest's tree line. And the cause was a pair of binoculars being poked through bushes and being pointed towards the mouth of the canyon.

The binoculars were held by the dagger wielding member of red team otherwise known as Russel Thrush. He was staring intently down at the canyon, likely looking for any traces of moment. And he held this position for about a minute before the voice of his pint sized leader interrupted him. "Hey Russel do you see anything?" She asked.

"No Ruby, but It looks like we're getting close to blue base. However haven't seen anyone around." He responded in a slightly annoyed tone.

After listening to Russel's response Ruby lifted an eyebrow and gave him a strange glare as if she was trying to tell him something with her eyes. "Umm is something wrong Ruby?" He asked which only caused her glare to intensify. Finally realizing what she wanted he quickly corrected himself. "I mean Ruby sir!"

When he did Ruby's glare faded and was replaced by a satisfied grin. "That's more like it." She declared before letting out a laugh and reaching up to place a hand on a small headset which she was currently wearing. "Now then, I think it's about time for us to check back in with the home squad and let them know that we're closing in on the blue base's location." Ruby stated before flicking a switch on the side of the headset to turn it on before she started to speak into the microphone. "Hello Penny this is Ruby, do you read me?"

Without missing a beat the sound of Penny's voice came into Ruby's headset. "This is Penny I read you loud and clear. What is the situation Ruby sir?"

"We've found what we believe to be blue base in a box canyon at the edge of the forest. However it looks like nobody's home. I would suggest you be ready for company." Ruby responded.

"Do not worry Ruby sir! I have placed motion sensors around the perimeter and they have yet to be tripped so they should not be in our imitate vicinity. However I will keep an eye out for any abnormalities just in case!" Penny responded cheerfully.

"Nice, keep up the good work Penny, Ruby out!" Ruby responded as she flicked the switch on her headset to deactivate the microphone.

"So, what do you want us to do now Ruby sir?" Russel asked.

In response to Russel's question Ruby scrunched up her lips and began to hum in thought. "Well, we haven't seen anyone yet but it could be a trap. I think for the time being we should just hold our position and wait to see if they make a move." She finally instructed.

"Roger that sir." Russel responded before refocusing on his binoculars.

* * *

Meanwhile high above the tree tops covering Ruby and Russel's position was a lone hominoid figure that seemed to be floating weightlessly through the air. That figure was none other than Ember Wieldings with her trusty thruster pack carrying her aloft by flaring its thrusters lightly. Ember smiled down at her unwitting opponents before reach a hand up to press a small button on the side of her helmet. When she did it caused the helmet to retract into the back of her thruster pack revealing her face and releasing her hair to be swept up in the strong wind currents that plagued high altitudes. She quickly swept her hair out of her face before speaking into a headset she had been wearing under her helmet. "Ember to HQ, I have spotted two hostiles about two clicks due west of your location." She announced.

A short moment later and the voice of her teammate George Bolt responded to her. "Good work Ember. Can you tell what their up to?" He asked in a serious tone.

"Well they seem to just be standing there and talking." She responded.

"That's it, their just standing and talking?" George asked.

"Yep." Ember responded dryly.

"How long have they been doing that?" George followed up.

Ember rolled her eyes before responding in a slightly annoyed tone. "How should I know? They have been talking for awhile if I had to make a guess."

"Gees, sorry I asked miss grumpy pants." George retorted.

"Whatever, do you want me to engage the target or what?" Ember asked.

George shook his head despite knowing full well that Ember couldn't see him before responding. "No not yet, just let them come to us. We will be ready for them when they do. In the meantime why don't you go find their base for us?"

Ember's eyes widened and a flicker of excitement ghosted over her feature. The idea of facing the enemy head on seemed to appeal to her enough to get her motivated. "Roger that George!" She responded before quickly flipping the switch on her thruster pack to redeploy her helmet and switch her pack from its hover mode over to its flight mode. A moment later and her aura began to flare up as her thrusters fired violently. Then she became a blur of motion as she zoomed across the forest's skyline at a blinding speed.

* * *

Once Ember was out of sight the two members of red team scanned the horizon to make sure the coast was clear before turning to one another to speak. "It seems like she's gone Ruby sir." Russel stated.

"It's a good thing that Penny gave us a 'heads up' about that Ember girl. A flying opponent won't be an easy one to deal with so we will have to be careful. Anyway check the sound amplifier. Maybe she left us with some useful information." Ruby said excitedly while she motioned for Russel to look in a nearby bush.

Russel quickly walked over and reaches into the bush to retrieve a small device that resembled a gun with a radar disc attached to it. The strange device was also attached to a recording device and a set of headphones. Once he had the device in hand he put on the headphones and presses the play button on the recording device and listened quietly to the recording.

After a moment Russel pulled off the head phones and sat the device aside before turning back to Ruby. "Ruby sir, it seems that the enemy is about two clicks due east of us. However they will be ready for our attack."

In response to this news a devilish grin appeared across Ruby's face before she started to speak. "Don't worry Russel, I know how Weiss and Blake fight and I know how they think. Also you know that George fellow right? We have the speed advantage so we shouldn't have any trouble slipping through. Now let's get moving, they already know are location now anyway." Ruby stated before Russel and her quickly gathered up their equipment and made their way towards the mouth of the canyon.

* * *

Meanwhile back at red base. Penny stud guard in the center of the base almost completely motionless. Her eyes were unblinking as she focused on the reading the information she was getting from the many sensors she had placed earlier. All of the information was displayed directly in front of her eyes visible only to her. This was about her one-hundredth check since she last spoke with Ruby and they all still read as clear with no activity detected but she kept looking. Though this task was repetitive she delighted at the thought of being able to test her skills in live combat with real huntsman (in training) and so she was content. Sky Lark on the other hand was sat on a nearby stone step with an expression of nervousness, annoyance, and some how even boredom all rolled up into one. His eyes kept glancing over to the motionless girl standing in silence as if expecting something to happen. He felt uneasy about her, he couldn't shake the feeling that something was very off about the Penny. And he had no idea what made the girl tick and would much rather be anywhere else at the moment but since he was stuck here he figured he should at least try to easy the boredom. So he turned to face Penny and called out to her. "Hey Miss Penny, I have a question."

Penny's eyes flicked for a moment as she pushed aside the motion sensor data and then her body snapped into motion, turning to face Sky. "Oh, what could it be Mister Sky Lark?" Penny asked while giving him friendly smile.

"Well I was just wondering, what made somebody like you choose to become a huntress? You don't really look the part is all I'm saying." Sky Lark asked while gripping his weapon nervously.

"Somebody like me? Choose?" Penny was very confused by this question. She had never really thought about it before. Penny was created to defend the people against those that would harm them. And with the Grimm being such a large threat as they were a huntress just made since. "Well I suppose it was just what I have always been meant to do. I believe it is what you would call destiny." She replied.

"It's your destiny huh?" Sky said with a scuff. "Well let's hope you're good at it then because we have incoming." Sky Lark announced as he pushed himself up onto his feet and readying his weapon, then he began gazing up at the sky as if searching for something.

"What do you mean my sensors haven't picked up any..." Before Penny could finish her response a warning message appeared across her retinal display. "Missile lock!" Penny screamed in surprise before she began deploying her blades.

Then Sky's eyes finally found what they were looking for. A small female figure hovering above them with her sights set on Penny. "Sorry about this Penny, I will just have to make it up to you later!" Ember said before she launched a missile from her thruster pack aimed directly at the synthetic girl.


	11. Round 1 Part 2

**Round 1 Part 2**

"Warning, incoming projectile detected, evasive maneuvers advised!" Penny heard a blaring inside her head as a similar message scrolled across the retinal display. Penny quickly spun around just in time to see Ember's missile screaming down from above toward her location.

Once the threat was identified Penny's back panel opened up and her weapons were deployed. In the space of a few seconds Penny had taken aim and released a bright green flash of light that met the incoming missile in midair. The projectile seemed to fold on collision and a massive multicolored explosion erupted from it soon after. The blast was less of a pop and more of a meaty thud, the force of which was so strong it easily ripped off loose masonry from the surrounding pillars revealing a solid metal framework beneath it. And burning dust was thrown in every direction. Then once the initial blast wave had passed, the whole area was quickly engulfed in fire and smoke.

Meanwhile Ember hovered above the smoking rubble searching for signs of life. The smoke was blocking her view of most of the ruins and the heat of the flames was making her helmets thermal sensors useless as well so she waited at the ready. She expected some sort of counter attack but there was only silence. So after nearly a minute of this panic started to appear on Ember face. "Oh crap, did I overdue it again!? I knew Penny was one tough cookie so I packed a lot of extra burn dust into that rocket but, I didn't even think about that other boy that was with her! I don't think the staff here would take too kindly to me killing another student in a simple training exercise. Wait a minute, what if I destroyed the flag!? Double crap, how do we win without a flag!? I killed an innocent man for nothing!" Ember thought out loud before finally being broken free of her thoughts when she noticed the smoke on the ground acting slightly strangely.

"What's this now?" She said curiously as she watched the smoke begin to spiral. It was almost as if it was being sucked up into a vortex. Ember's eyes narrowed as she focused on the center of the vortex. When she did she spotted both Penny and Sky Lark who were not only uninjured but seemed to be creating the strange phenomena. The two of them were stud back to back and Penny had her weapons spread out around them. They were all spinning around them at a crazy high speed while Sky Lark had his aura glowing brighter than the sun and he was currently twirling his weapon which appeared to be some kind of pike above his head. Both Sky's and Penny's Blades were in perfect sync. Ember wondered for a moment what the point of it all was but then she realized that the wind was creating some kind of shield around them, protecting them from the fires and the smoke. She also noted that Sky Lark seemed to be the one control of the wind itself. "Interesting."

"It sure is windy today huh mister Lark?" Penny asked cheerfully.

The humor wasn't lost on Sky since his lips seemed to curl up slightly at the edges and he spoke with a bit more mirth than he had earlier. "Indeed it is freckles. By the way, that was a pretty cool move just now. Blasting that rocket out of the air I mean. That was really dangerous though, what if you'd missed that shot? There wouldn't have been enough time for a second one you know."

"That's why I didn't miss, mister Lark." Penny stated with a confidence that Sky found slightly annoying but he simply rolled his eyes and focused on their opponent.

Meanwhile Ember was breathing a small sigh of relief with a slight hint of annoyance. Sure she was glad that Penny didn't get hurt but seeing her target come out of her attack without even so much as a scratch did hurt her pride a little bit. "Well I guess I don't have to worry about holding back against you two do I?" She asked before she raised one of her arms to point at the pair below. When she did her arm mounted bracer sprang to life, unfolding and deploying a small machine-gun which instantly began revving up and a moment later unloading dust rounds into the heart of the vortex.

Penny's display lit up again as she spotted the arm mounted machine-gun unfolding. A detailed schematic of the weapon and its internal workings flashed across her vision but she ignored it. She already knew what she needed to do. As the Ember began to fire Penny had already repositioned half of her blades. They were now between them and their attacker and were spinning like fan blades deflecting the incoming gunfire. "I can handle defense if you want to attack mister Lark?" Penny posed the statement as a question, unsure how the other teen would respond.

"Already on it Freckles!" Sky Lark responded as he began channeling his aura into his semblance. The glow around his body growing brighter and brighter while the wind got stronger and stronger in equal measure. This cycle went on until the vortex became a full blown twister that not only engulfed Penny and himself but also most of the ruins and was threatening to suck Ember up in its wake.

Seeing the twister drawing closer Ember's eyes widened in shock and terror. "What the heck is tha…AHHH!" Is all she could managed to squeeze out before getting sucked out of the sky and into the eye of the vortex.

Despite her best efforts to remain stable Ember was being thrown around in the vortex like a ragdoll. The violent jerking motion of the vortex alone was enough to chip away at her aura, so things weren't looking good for the monkey faunus. To make matters worse the cyclone was also pulling in all the small stone fragments from the ruins around them and pelting her with them. The twister had also pulled in the smoke from the fires and darkened to the point she couldn't see anything outside of it. This caused her to lose all sense of direction, which left her with very little way of launching any kind of counter attack. She wasn't going to let that stop her though, in desperation comes strength. With that thought in mind Ember's amber colored eyes began to glow as her aura flared. As her aura continued to shine she started to drift lower and further from the center of the cyclone until she was finally thrown from the twister completely. Now able to tell which way was up she promptly righted herself and activated both her boots and thruster pack. The two devises fired streams of flame at full blast which should have propelled her upward. However they seemed to have practically no effect as she slammed feet first on the ground below with a heavy thud. When she landed, the ground around her feet cracked and shattered like an anvil had just been dropped on.

Noticing that their quarry had escaped Sky released his semblance causing the massive twister to quickly dissipate. Then Sky took a step forward past Penny to direct his weapon at Ember. "Hey freckles, you got any idea what that was just now? How did she manage to get out of that and what happened to the ground?"

Penny let out a frustrated sigh, resigning herself to the nickname before responding. "Ember's semblance allows her to manipulate the mass and density of objects. This effectively allows her the to change an objects weight on command. She must have used it to increase her own weight until the twister was no longer powerful enough the carry her aloft and she was simply thrown out." She explained.

"Weight huh, that's an interesting ability, hey is that how she's able to fly so fast?" Sky inquired.

"That's right Ember normally uses her semblance to lower her weight to let her easily control her flight speed and…" Before Penny could finish a second missile lock warning appeared in her display.

"Come now Penny don't you think that's a little unfair? You can't go giving away all of a girl's secrets like that, it's just not proper. You wouldn't want to see me going round telling everyone about your little condition after all, now do you?!" Ember asked in a slightly threatening manor.

"Condition, are you unwell Penny?" Sky Lark asked. It was clear that he was more curious than concerned however.

"I'm fine! Completely fine! Nothing to worry abou.. *Hiccup*. I mean she is likely just trying to distract us!" Penny responded nervously. She didn't think Ember would reveal her and thus jeopardize her mission just to get the upper hand in this game but Penny just didn't know enough about Ember to say so with any certainty. And one thing she did know about the girl was that she had a competitive spirit that rivaled Ruby's sister. So Penny didn't want to take any chances.

Noticing Penny's hesitation Ember went into her attack launching her second missile from the back of her jet pack aimed right for the synthetic girl. Penny quickly snapped back into the fight and began calculating the flight path of the missile and prepared a laser to blast it down. Once Penny lined up the shot and fired Ember's aura flashed again and the glow extended to the missile itself. Suddenly the explosive projectile dipped down just in time to avoid Penny's laser blast and keep on going.

Penny seemed to have accounted for this tactic however and ready prepared a second weapon and quickly attempted to shoot down the missile again. This time the missile sped up to a blinding speed and yet again caused Penny's shot to just narrowly miss its mark. Penny wasn't detoured however as she quickly opened her back panel to fire another set of two blades from her back. The blades soared across the ruins to plant themselves into the stone of a pillar several feet directly behind her. Then she reached over and grabbed hold of Sky right before the strings attached to end of each blade pulled tight and begun to rapidly retract. With a yelp Sky was yanked backward away from the incoming missile's path and to safety while Ember's missile struck the ground right where Penny and Sky Lark stud only a moment ago releasing another large explosion. This blast however seemed slightly less powerful than the first one with it only doing minor damage to the surrounding area.

Having been caught off guard by Penny's rescue Sky was quite shaken so it took him a moment to regain his bearings. Once he did however, his face contorted in anger and he went into a rage-fueled rant. "Hey you stupid monkey, what the hell are you trying to do kill us!? If so I'm going to make you pay for it!" He declared before engaging his aura once again. It glowed brighter than it had ever before and he held out his weapon in front of himself and began to spin. As his semblance kicked on his weapon began to pick up speed as the winds around him started to shift and spin along with it. "Take this!" She shouted as a horizontal cyclone of wind sprung forward toward Ember blowing out the remaining fires and sucking in the smoke.

Ember didn't back down however. She was prepared this time and wasn't going to be fooled by the same trick twice. So she planted herself with her weighted feet anchoring her to the ground as the cyclone engulfed her. The cyclone pushed past her and ripped apart the trees behind her and unearthed every loose stone in its path. Ember had to dunk her head and weave her body around to avoid the flying debris but they weren't stopping any time soon and the savage winds were still draining her aura. She had to go on the attack and fast, so she fired her thrusters as hard as she could to push herself forward before planting herself again.

Ember repeated this maneuver again and again, each time picking up a little bit of momentum until she finally entered a full blown sprint cutting a line through the whirlwind. Her heavy feet were striking the ground so hard that it was breaking apart with every step. When she finally reached the source of the tempest, she steadied herself and reached out with one hand with the intent to take hold of Sky's weapon and put an end to this annoying storm of his. However right before Sky's weapon came into grasp she heard a loud peeping coming from her wristband. It was the same wristband that had been given to her by the teachers to monitor her aura usage in this game. The once green light had turned a deep shade of red and it was letting out an alarm loud enough to be audible even within the savage twister.

"Crap, are you kidding me!? How could my aura already be below seventy-five percent, there's just no way! No, I'm so close! I can't just stop now!" Ember shouted this aloud but was heard by no one. She could barely even hear herself over sound of the winds and the blaring alarm. Despite the wristbands warning Ember refused to back down and continued to grab for Sky's weapon. However when she did so, her wristband flickered right before sending a powerful electrical shock up Ember's arm. The shock was so strong that it caused her aura to flicker and made her lose her focus. The moment she did, she was forced to release her semblance and without her semblance weighing her down she was instantly swept up in the tempest. The force of the wind practically picked her up and threw her across the clearing, slamming her into a nearby redwood tree nearly breaking it clean in half before she fell to the ground limp and the wind finally died down.

Sky let out an almost snarling laugh as he gloated. "Ha, you see that, I got her! That'll teach you not to mess with me, you faunus freak!" Sky's gloating was finally ended when his wristband beeped and changed to a bright yellow color. Sky glanced down at the displayed and there appeared to be a warning message scrolling across the screen. Before he had time to read it however the wristband delivered a massive shock quite similar to the one Ember had received to him as well causing him to stutter and fall over backward.

"Are you okay!?" Penny inquired as she rushed to her teammate's side, her eyes running up and down his body while vital readouts appeared in her vision. His aura had taken a small hit but beyond that he would be fine. So she turned her attention to the cause of his collapse and read from the screen. "Message – Rule violation warning. Attacking downed players is against the rules of engagement. Any failure to compile to this rule will be met with a heavy penalty."

"Hey Freckles, what the hell is this thing on about!? I didn't even do anything wrong!" Sky complained between pained groans.

"My sensors show that," Penny had to stop herself mid-sentence to mentally kick herself. She had to remember that normal girl's don't have built in aura sensors. "I mean, I think Ember's aura dropped below seventy-five percent in the middle of your attack. So when she took the full brunt of it just now it tactically counted as you attacking her after she had already been downed. And so you were penalized." Penny explained before turning towards Ember who was still lying on the ground twitching. "I will be right back!" She shouted as she ran over to Ember's side to make sure her friend didn't need any repairs, wait no first aid or something like that anyway. Penny didn't really know very much about the human or in this case faunus anatomy. And most of what she did know was told to her by either Ruby's sister Yang or her father and it didn't really cover electrical shock followed by blunt force trauma but she wasn't about to let her new friend suffer.

When Penny arrived she quickly reached over to help the faunus girl up but her hands were instantly batted away. The girl in question groaned in annoyance as she staggered to her feet and looked at her wristbands flashing red light. Her wristband now had two messages displayed. The first was the warning she received earlier pertaining to her aura status, which to her further annoyance was now below seventy percent. As for the second message, it seemed to detail what she was to do now. From it she gathered that she needed to return to her base to 'respawn' before she could continue the fight. And that failure to do so would be met with a penalty. Which she was guessing was the shock she had suffered only moments ago. Right as she finished reading the second message a new one appeared on the display. "What now!?" She grumbled.

"Message – Delayed return will be seen as failure to compile." Ember read allowed. The message was quickly followed by a timer that started at five minutes and started to count down. "Five minutes, crap!" Not wanting to know what happens when the timer ran out Ember turned to Penny and Sky Lark and made one final statement. "This isn't over you hear me! It's going to take a lot more than that to take me out! So I will be back for that flag soon enough, you hear me!?" Then with that she fired her thruster pack up again and quickly zoomed up into the air and back over the horizon toward blue base.

* * *

Meanwhile at Blue Base

A pair of fast-moving blurs' dashed across the canyon floor. The blurs' were moving between what little cover the barren lands could offer, ducking behind boulders and dead trees. One was a young girl with short black hair with red highlights and she was dressed in dark red and black clothing. These clothes included a black combat skirt, black corset, and a bright red hood that covered her head and extend down her back as a cape. While some would consider her choice of wardrobe stylish, it stuck out like a sore thumb in this barren wasteland. The girl showed no signs of being concern by this fact however, at least not when her Scythe/sniper rifle she had lovingly named Crescent Rose was at her side.

The other blur was a slightly older boy wearing dark green clothing and unlike most of the members of team CRDL he was wearing very little armor with the only exception being two small arm bracers and a single shoulder pad. His hair was short blond and cut into the shape of a Mohawk. The boy wielded a set of identical daggers that were simple in design but held chambers for dust in the guards.

The pair both come to a stop at a large boulder right outside of the blue base and begin to scan for signs of an ambush. Seeing nothing the boy with the Mohawk dunked back into cover to address his teammate. "Ruby, sir, what are we waiting for? Our goal is now in sight and there's nobody at home. So let's just go grab it!" Russel said with excitement clear in his voice.

"Hey relax Rus, we can't just rush in there before we know for sure. If I know Black and Weiss, and trust me I do, then they have to have something up their sleeves for sure. We just got to figure out what their plan is first and then we go all bam, wham, and smack!" She explained while making punching motions.

Russel scuffed at the younger girl's warnings. "Well sitting around here isn't going to help us do any of that. At the end of the day there's only one way to know for sure!" He said right before he hurdled over the boulder that they had been hiding behind and booked it at full speed towards the enemy base.

"Russel no, can't you at least wait for me!" Ruby yelled after the boy as she quickly gave chase.

"Don't worry Ruby there isn't even anyone out here so we should be…" Russel's words were cut short when the space below his feet began to glow. "Huh?" He glanced down to see that a small glyph in the shape of a snowflake had appeared on the ground around. Then the glyph quickly began to grow in size until it surrounds him completely and engulfed him in bright light.

"Ahhh, what's going on!?" Russel shouted as he began to panic. Recognizing the glyph Ruby sprang into action activating her semblance. This caused her to go from a steady run to a blinding speed almost instantly. In the blink of an eye she was beside Russel and quickly shoved him off of the glyph. And it was none too soon as a moment later a giant prison of ice sprang up from the ground where the glyph had triggered.

Russel looked back with wide eyes before glancing up to meet Ruby's glare. "What was that Russel?! I told you that it could've been a trap! Weiss likely has this whole field covered in glyphs like that! We're basically standing in a minefield right now so you need to be more careful!" She shouted angrily as she stomped her foot down on the ground in a display of her aggravation. The impact of which caused a slight tremor which promptly set off several more of the nearby glyphs.

This time however it was Russel's turn to glare angrily. "You were saying?" He asked coldly.

Ruby chuckled nervously as she shrugged her shoulders. "Oops!"


	12. Round 1 Part 3

**Notes: This chapter was last updated as of 09/18/16.**

**Round 1 Part 3**

Realizing that where he was standing was no longer a great place to be, Russel kicked off the ground to propel himself backward and away from the enemy base. He had moved just in time to escape the minefield and the impending chaos.

Ruby on the other hand wasn't nearly as lucky and this was made apparent not a moment later when the glyph below her feet exploded and a massive pillar of ice shot up from the ground. Ruby let out a high pitched yelp as she jumped out of its path only to nearly back into another raising up behind her. And it was quickly preceded by several more explosions and icy pillars shooting up in all other directions, both blocking her path and threatening to incase her and turn her into a human ice sculpture.

Suddenly wanting to be anywhere else but here, Ruby activated her semblance and instantly began moving at lightning fast speed in a desperate attempt to avoid her icy fate. With each movement she made she left frozen rosé petals in her wake. She rushed to her right as another pillar nearly took her out and dived under two more pillars that shot up at an angle and when the two collided they burst sending icy shards in every direction. Seeing the icy shards coming towards her and noticing that she was currently standing on another glyph, she jumped back just as the new pillar shot up into the air shielding her from the shards but had to break into a sprint again when several more glyphs triggered.

Ruby was avoiding the worst of it and though it was an impressive display of agility and instinct it all seemed futile in the end. Each time she dodged one icy prison another would be set off under her feet. It was clear whoever set these up understood her movement patters and how to counter them. And counter them they did since before long Ruby found herself completely boxed in, there was no more room to maneuver in any direction and all she could do now was to wait for her cold fate. However much to her surprise there was nothing, no glyph under her feet she was in the clear or so she thought. She scanned her surroundings there was no pathway out of the ice. The pillars were now over twenty feet tall and created a wall between her and the outside world.

"You think this will hold me!" Ruby yelled to nobody in particular. She had an inkling as to who had set up this little trap but, had no way idea if she was even in ear shot of this place so there was no reason to call her out directly. Not wanting to spend any more time here than necessary she went to work examining the ice for a way out. It only took her a few minutes of failed attempts to realize that the ice was far too thick to cut through with her weapon, too tall to jump, and it was too slick to climb. And on top of that, even if she could scale them their peaks were covered in jagged spikes of ice. Ruby shivered at the thought of falling onto one of those things.

Without many options open to her Ruby began racking her brain for any kind of solution but before she could come up with anything good, a stern almost mocking voice rang out across the field. "You really are a dolt aren't you?" Ruby's eyes snapped upward to see her white clad Heiress of a teammate appeared from on top of the cliff side.

"Weiss is that you?" Ruby yelled out to the other girl.

Though Ruby couldn't make out the gesture from such a distance Ruby got the feeling Weiss was rolling her eyes as she responded. "Who else would it be?! And isn't this just great, I can't believe you really fell for such an oblivious trap like this! Your our leader, how are the rest of us going to look if you can't when you do dumb reckless stuff like this!?" Weiss hissed.

"Hey this is not my fault! If Russel followed orders like he was supposed to, then this wouldn't have even happened! It's not fair I tell you! Not fair!" Ruby yelled in a defensive tone.

"Hey don't pin this on me! Nobody told you to start stomping around like that!" Russel retorted from somewhere beyond the icy blockade.

This outburst didn't go unnoticed by the white clad heiress and she took a moment to sign before drawing her weapon Myrtenaster and bringing it to the ready. "Sorry about this Ruby, I am going to send you packing now!" She declared before she spun the barrel of her rapier sword activating one of its dust chambers.

Then she moved the blade in an arching pattern akin to what a musical conductor would make while directing a band and creating glyphs in the air as it moved back and forth. She then took a fencers posture before thrusting the blade forward towards the ground where Ruby was currently trapped. This caused the glyphs she had just created to flicker to life and begin forming shards of raze sharp ice crystals before launching the shards down upon the red hooded team leader.

A high pitched squeal erupted from the young huntress as she grab for her weapon and she quickly pulled the rifle-scythe free from its holster under her hood and it unfolded it in the blink of an eye. With the shards already closing in she spun the scythe in front of her like a windmill deflecting and shattering the icy shards before they could find purchase in her flesh.

Then Ruby glanced up and spotted her teammate leveling what appeared to be an annoyed glare on her. However this just stoked Ruby's ego and caused a cocky smirk to appear across her face. And then she directed the business end of her rifle-scythe towards the heiress in question. "What's the matter Weiss?! Don't tell me that is all you got for me?!"

"Hardly that was just a 'warm up'" Weiss had to stop herself for a moment, half expecting Yang to chime in on that but remembered that the pun loving blond wasn't with them today so she continued. "My dear you best prepare because the real fun is just about to start." She declared as she created a new glyph on the ground next to her.

"You know puns really don't suit you." A new far more mellow voice chimed in as a raven haired girl stepped out from behind Weiss and onto the magical circle beside her.

Ruby looked up in awe as her silver eyes met with the bright amber glow of the familiar dark haired girl's own eyes. Ruby didn't take long to recognize her fellow teammate Blake Belladonna. On the girl's back her weapon known as the Gambol Shroud rested. Ruby found it to be a very interesting design since it was unlike anything she had seen before. Gambol Shroud sat inside a bladed sheath, it was a long single edged sword that could fold up and be used as a submachine-gun. Attached to the end of the handle there was a long black ribbon which let her use her weapon as a grappling hock or a sling knife. What made it a dangerous weapon was its unpredictability. It also made it somewhat unwieldy to those not use to handling it. Of course that would never be an issue for Blake herself.

Weiss turns to face the black clad girl to give her a less than amused look. "Oh hush Blake, now are you ready?" Blake only rolls her eyes and gave her teammate a quick nod as she took up a fighting stance on top of the glyph.

"I have to deal with Blake as well now? I really don't like the look of this." Ruby whimpered to herself as she took aim at the heiress with her sniper sights.

Ruby let loose a barrage of high impact rifle rounds toward the cliff side. Weiss deflected the first few shots before creating a protective glyph in front of her then lunged forward triggering the glyph under Blake's feet launching her up into the air straight toward Ruby's location. Realizing this Ruby refocused her sights on the fast approaching faunus and continued to fire. Blake reached over her head to draw her weapon but as her fingers traced along Gamble Shroud's grip a well placed round planted itself directly into the center of her face. As the dust inside the round ignited upon impact, Blake's body seemed to split into two copies. One copy taking the brunt of the blow and sent flipping backward before turning into a dark mist and dissipating soon after. Meanwhile the second copy flipped forward and continued on its path towards the ground with now with her weapon drawn.

If Ruby was surprised by Blake's strange maneuver, she didn't show it as she continued to unloaded round after round at the agile faunus girl. However much to the her annoyance, Blake managed to deflected every single round that with relative ease before she gracefully landed feet first on the ground in front of Ruby. Now on ground level Blake and the red hooded huntress each trained their weapons on each other and began to circle one another. They were locked in a standoff, neither one making a move or speaking a word as they waited for a proper opening.

Oddly enough Blake was the first to break the silence. "So Ruby, don't you want to reload?" She asked as an uncharacteristically wide grin appeared on her features.

Ruby let out a half hearted chuckle as she responded. "I see that you're as sharp as ever. My bluffs never have worked against you have they?" The red hooded girl asked as she clicked a switch on the bottom of her weapon releasing its empty ammo clip and she quickly reached behind her for another and jammed it into place with a click. "A lot of good it will do me." She thought aloud. Ruby knew her strengths and weaknesses quite well, and what she specialized in was speed and medium to long range combat. Neither of which would do her a lick of good in a space as narrow as this. She felt trapped, trapped like a rat, and the cat eared faunus girl in front of her was looking more and more hungry every second. Ruby's thoughts were cut off when the cat girl in question called out to her once more.

"Ready?" Blake asked impatiently. Ruby just gave a quick nod in response and Blake smiled once more. "Good now I won't feel bad about what I'm about to do to you!" Blake yelled out as she charged toward her former team leader.

Ruby also sprang into action steadied her aim on Blake and pulling the trigger of her rife. Blake kicked off the ground and flipped forward evading the shot and landing behind were Ruby use to be standing. However the scythe wielder had activated her semblance to allow her to dash away and was now pressed up against the ice wall behind Blake's new location. Now at the fuanus's back Ruby fired again but Blake must have predicted this since yet another copy fell in her place and the real spun around and dashed towards Ruby again. Ruby quickly used the kick of her rifle to propel her out of the path of Blake's blade and put some more distance between them. Then Ruby let out a few more shots at the black cat in front of her from her new location. Blake evaded every shot with incredible speed and agility, not even needing her semblance to do so. And Ruby soon found herself wedged into a corner and staring down the barrel of Gambol Shroud at point blank range.

Ruby let out a weak laugh. "I guess we can't just sit down and talk this out huh?" She asked nervously as she raised her hands up in surrender. And that caused a devilish grin spread across Blake's face.

*Crack!*

"I almost feel sorry for that dolt." Weiss said to herself as she watches the blood bath from above. "Though, if she learns a less from all of this I guess it's worth the beating."

A new voice appeared from behind the heiress. "You should be more worried about yourself princess!" Weiss quickly spun around to face the unfamiliar voice with her weapon at the ready. And when she said figure standing before her she had to curse herself. She couldn't believe that she had forgotten about the boy. It was Russel Thrush, a member of team CRDL and the other half of Ruby's two man assault team. Weiss briefly wondered how he had managed to get up to her so quickly in the first place. Then she noticed his weapons now showed new scratch marks along the blades and a quick glance over the cliff showed that it had a new set of hand holds to match. He had used the blades of his daggers to scale up the cliff side.

Weiss righted herself before responding. "What should I be worried about? Coming up here will just make it that much easier to finish you off."

A look of anger flashed across Russel's face. "Keep talking princess, I will enjoy hearing you beg for mercy!" He growled before he spun his blades in the palms of his hands and taking up a proper fighting stance.

Weiss spun the barrel of her rapier and took up a fencing pose with the blade pointed straight up in front of her. As the barrel clicked into place the dust's reaction set the blade aglow with its energy. A moment later and a glyph appeared beneath her feet, which she promptly used to propel herself forward at an incredible speed. And she let out a battle cry as she extended her blade straight ahead hoping to run her opponent straight through.

Sensing the danger Russel side stepped the thrust right at the last second and used his daggers to divert the swords path. Having missed her target, Weiss continued her thrust for quite some distance before spinning in mid air and sticking a perfect landing now facing her opponent once again.

Then she spun the barrel of the weapon again only this time she faced the blade downward before thrusting it into the ground. This caused a wave of icy spikes to spring up out from where the blade had struck and continue to erupt from the area in front of her in a straight path leading towards Russel.

Russel quickly jumped back in an attempt to evade the wave of cold spikes but, was swept up in the sudden burst and nearly blown right off the cliff side. As he was about to plummet into the canyon below however, he managed to catch himself on the rock face by stabbing his blades into it. He then took a moment to look below him and his eyes widened in horror. He was right over the icy minefield and the area below him was now completely covered in massive spike tipped pillars of ice. "Oh, crap that was close!" He huffed as began trying to pull himself up.

Meanwhile above him the heiress moved toward the cliff so she could confirm her opponent's condition. As she did so Russel slashed a hole in the cliff wall and focused his aura into his feet. He then stuck his foot into the new opening and used it to perform a mighty aura charged leap. Once air born he spotted the heiress taking a fighting stance directly below him and he wines back before throwing one of his blades at the heiress and landing on solid ground once again. Weiss quickly deflects the blade with her own knocking it straight up into the air back toward its owner. Then Russel sprinted forward before launched himself into a cannonball like spinning motion catching his deflected blade in mid air as he passes it and continues to barrel toward the heiress.

Weiss quickly recognized the attack from sparing matches the boy has taken part in and knew she didn't want to get hit by it. So she quickly deployed a defense glyph in between them and just in time as both Russel's feet impact the glyph a moment later. The force of the blow caused cracks to appear along the glyph's face and it knocked Weiss off her balance. Eager to capitalize on his advantage, Russel then pushed backward leaping off the glyph and causing it to shatter completely. Russel flipped in the air and landed behind the Weiss before he rushed in close to her again, stabbing and slashing wildly. Weiss ducked and weaved around several strikes before quickly takes on a defensive stance blocking and deflecting as many attacks as she can but is unable to escape every blow and she can feel her aura kicking in to protect her.

A few seconds into the exchange and Weiss spots an opening. She stabs forward at her attacker. However her blade is caught between Russel's daggers and they become locked in a clash of steel. "I got to say I'm surprised. You're not too bad for one of Cardin's flunkies." Weiss praises. "If only you didn't have such poor taste in friends, not to mention hair styles."

"You're one to talk bitch!" Russel growls in anger and a furious clash of blades follows. And then they are locked together once again. "Though, I have to emit, you're not too bad yourself. I mean for a spoiled rich kid. After I finish you off we may need to do this again some time."

Weiss lets out an auditable laugh. "Well you are partly right but I will be the one to finish this." At that instant Weiss leaps backward and spins the barrel of her sword again. This time the blade takes on a bright white glow. She then flicks the blade activating hidden glyphs around the whole expanse of the cliff side.

"Wait what is this?! When the heck did you have the time to place all of these?!" Russel demands in a confused tone.

Weiss lets out a victorious laugh. "If you must know some of them were here before you got up here, I put them there just in case. The rest I placed during the time you were over the cliff. Now then shall we?" Weiss asked as she stepped onto the closes glyph and it instantly propelled her forward toward Russel.

"No thanks!" Russel replied as he deflects the blow while the heiress passes but then she landed right on top of a second glyph shooting her back at him once again. This time she was moving even faster and he had no time to react. And as Weiss passed him this time he was slashed across his side causing his aura to flare and pain to shot through his body. However she didn't stop there, she continued to pick up speed as she bounced back and forth between glyphs, slashing him from every direction until finally Russel's wrist band flashed red and he fell to his knees.

Finally Weiss came to a stop in front of the young huntsman and took up a victory pose as the glyphs dissipated.

"You show off!" Russel shouted.

The girl only smirked and said. "Don't you have some place to be?"

Russel looked down at his wrist band. The force and speed of that attack must have been too much for the device to keep track of since his aura was already below the fifty percent marker. He had to return to his base as soon as possible. He got to his feet and gave the girl a quick nod before booking it at top speed toward the red forest. As he retreated, he happened to notice two figures coming into view on the other side of the tree line. One was the flying monkey faunus girl from earlier, who was now sporting a massive amount of battle damage across her small frame and a red flashing light on her wrist. She seemed to be flying back toward her base to so she can return to combat. Then he looked down to see a red haired freckled dynamo giving chase from below. The girl was moving at a speed that would be considered unhuman even for a huntsmen and she appeared to be causing the ground to crack beneath her feet with every step.

"Holy, is that Penny?!"


	13. Round 1 Final

**Round 1 Final**

Penny the synthetic girl was racing after the flying faunus girl at full tilt. The flying girl didn't seem to pay any mind to the one giving chase, ether because of her feeling safe in the skies or because she was already beaten and not a valid attack target. Ember repeatedly checked her wrist band to see how much aura and time she had left. Since she had to fly all the way from red base back to her own her aura was draining quickly and the time on her wrist band made it seem like it would be close. She couldn't help but wonder how anyone was supposed to do this on foot. That is until she glanced down at the girl giving chase behind her.

"It's amazing they managed to get that level of speed and maneuverability out of her with such a heavy frame. I will have to ask Penny if she has any special tricks or components to stabilize herself when I get the chance." Ember said to herself. "Hey! Penny why are you following me anyway don't you know that I am down already?! Ember shouted down at the synthetic girl.

The girl looked up at her target. "Axel told me I should never let my enemies out of my sight." Penny said as a matter of fact.

"You know I don't think this is what he had in mind!" At that moment Ember's base finally came into clear view. It was now covered in a blanket of massive ice pillars. She notices Weiss taking what seems to be a sigh of relief as she tries to catch her breath on the cliff side to Ember's left. As she looks down she spots her other teammate Blake rapping the enemy leader up in a black piece of cloth attached to her weapon. "It seems like they have been busy here as well." She thought as she tried to land in front of her base the thruster pack boosters began to kick out dropping her to the ground with a light thud.

"Ouch! If I was not using my semblance just now that would have really hurt!" She pushes herself up off the ground and dusts herself off. Then flips open her scroll which starts to display her equipments status. It shows that she has ran out of fuel along with a few warning messages about it. She must have not noticed them with how hectic everything has been. She then flips back to her wristband and sees she has only seconds to reach the respawn zone. She runs into the structure and up to a door with a security lock. She holds the wristband up to the door and it shoots open and closes back as she steps inside. Once inside the room the wristband turns yellow and begins to flicker as a new message displays. "Respawning in 30 seconds." Now a bit more relaxed she looks over the small poorly lit storage room. It is filled with dusty training and dated combat equipment. The back of the room has several storage lockers which each of her team was assign one for this game. She moves toward the back of the room and the locker with her name attached to it. She puts in a code and pulls the locker open to reveal a small backpack. She opens the backpack and pulls four small fuel canisters, loading two of them into her thruster pack and one into each of her hover boots. She then cycles her arm mountain machine-guns and ejects the remaining rounds. Quickly reloads them with fresh magazines. She is ready to go and just in time as her wristband reads out 00:00 and flashes green. She starts to motion toward the door when her head set flicks on.

"This is George I have the objective in my sights and am moving in."

"Tock you long enough George." Ember said into the mike.

"Oh come off it Ember, some of us can't fly you know. Good work on drawing Penny away though."

"Oh ya… All part of the plan right." Ember said with a half hearted laugh which she continued to hold until a loud blast echoed through the building. The whole structure seemed to shift under her feet as the building started to shake violently.

"Ember what the heck was that?! What is your status?!" George shouted over his headset.

"I'm fine George just a little shaken up ha ha ha. Really though I plan to find out." Ember felt a pit begin to form in her stomach. She already had a good idea of what was happening and she didn't want any part of it but. She couldn't abandon her teammates not now, not ever. She rushes to open the door revealing a horrifying site.

The icy blockade that had just seconds ago completely covered the grounds around the base now is nothing more than a puddle of crumbling ice fragments. The black clad faunus Blake lays prone at the threshold of the base and before her stands the synthetic girl Penny. Penny has her friend and leader Ruby Rose hoisted in her arms like a princess and her weapons spread out around in a wing like formation.

The young huntress seems confused as to what had just happened. Her head starts to jump back and forth wildly taking in the new surroundings. Finally her silver eyes lock with Penny's and her mouth withdraws from its dropped position. "Penny what are you doing here?! Shouldn't you be back guarding the base?"

"I have always been told never to let the enemy out of your sight so I was tracking Ember. Also I was afraid you would be in trouble if you were outnumbered so I came to offer support. Lastly there is no need to worry about the base mister Sky Lark is still protecting the flag!"

"Oh well thanks Penny I thought I was in real trouble there, you saved…" Before Ruby could finish her thought their head sets switched on and the voice they recognized as Sky Lark came over it.

"Mayday! Code red! He came out of know were! It was that George guy he jumped out on me and I totally laid him out but he must have cheated somehow and yada, yada long story short he has the flag now. I tried to give chase but this stupid wristband forced me to go back to respawn for some reason, it must be broken."

Ruby jumped to her feet pressing her hand to her mike. "What!? Russel where are you right now what is your status?"

"I am still a few minutes away from the base by time I get there the guy will be long gone…." At that moment Russel spots a faunus like figure dash past him holding a large red flag. The figure seems to turn and smirk at Russel as he passes. "Guy's he just pasted me and is coming your way fast! I will send you my location so you can cut him off."

Ruby opens up her scroll quickly reading off the data she just received before folding it back up and turning toward Penny. "Alright Penny new plan I am going to take that flag over there and you are going to cover me. We are going to try to meet with George in the middle and take are flag back. Now are you ready for this?"

"I am combat ready Ruby Sir!"

Ruby smiles as her aura flickers to life and leaving only a trail of rose petals behind her she is now hoisting the Blue flag above her. The weight and size is much like her Crescent Rose so it feels somewhat familiar and refreshing to hold it in her hands. Then the pair rushes out of the base to be met with the heiress in white.

"I wouldn't get in are way Weiss!" Ruby threatens.

"I am not letting you get past me!"

Weiss mike came on and a desperate voice came through. "Don't so it Weiss Penny is too strong!" It was Blake she had now gotten to her feet but her wristband had long since turned red leaving her no choice but, to sit back and watch.

Still moving at full tilt toward the heiress Ruby motions to Penny. Penny seems to take this as her signal to engage and her pace increases making her high speed robotic moves look, sound, and much to her opponent's dismay feel like a freight train. Weiss stabs the ground to throw up a wall of ice between her and her opponents but. Penny switched her blades to gun mode and fired twin laser blasts that shredded the icy blockade. Weiss not prepared for such a powerful attack and was blown backward into the air. She creates a glyph to catch herself in mid air but is soon yanked off of it by her leg. The synthetic girl then slams the girl into the ground with force to break the ground underneath her. Her wrist band quickly turns a deep shade of red and it is all she can do to not pass out from the force of the blow. Penny and Ruby continue their mad dash towards their goal.  
Ember soon after lands beside the body of her fallen teammate and lefts her up placing her arm around her neck and grabs onto her waist. She fires her thrusters and flies in a low ark back down to her base and hands Weiss over to Blake. The girls share a nod as Ember turns back and flies back toward the fleeing opponents. Embers eyes narrowed showing new found determination as a red flag came into view.

George was running on all fours like a wild animal but. He seemed as though it came naturally to him. Ember couldn't help but think he really was a monkey in a past life or something. She chuckled to herself at the idea.  
George came to a sharp stop now standing on two legs. Penny and Ruby now stud before him with his teams flag in hand. "Oh so that's where you have been Penny. You know that's bad you should be keeping a lower profile." George said as he drew his twin short swords from his back.

"Don't worry George I have made sure to take my opponents down quickly. Besides most of them already kn…"

George's eyebrow razes "Already what Penny?"

"Oh it's nothing *hiccup* are we doing this or what?!" Penny shouted.

"Oh we are I was just buying time for her to arrive." George says as motioning to Ember who was now coming to a hover above the group.

"Sorry if I am late to the party I had business to take care of." Ember said as she takes aim.

Ruby grabs Penny by the shoulder. "Can you handle George for me?"

"Of course Ruby I estimate an 80% chance of victory." Penny said with a grin.

"Only 80%?" Ruby said with a chuckle.

"George is a difficult opponent to deal with but, his semblance is not well suited for this kind of combat."

"I see, his semblance is what by the way." Ruby inquired.

"Well it's…" At that moment George charges in toward the red hooded girl. Penny leaps in between the two of them and blocks George's blades with her own.

"Ember told me you have a big mouth Penny."

Penny only smiles and motions to Ruby. Witch Ruby takes as her sign to get out of dodge. Ruby disappears in a blur of rose petals toward the red forest ahead.

"Oh no you don't!" Ember shouts as she flies after the girl.

"It's just the two of us now huh Penny? I think this is the first time we got some alone time together, I guess the others just couldn't take the hint." George says with a smirk.

The two broke from their clash leaping backwards. Penny fired a laser blast at George's feet which he quickly side stepped while sheathing one of his swords. With George's now open hand he pulls out a group of throwing knives and chocks them wildly toward the synthetic girl. Penny easy deflects the projectiles with her blades and then gathers her blades into a circle of spinning blades and flings it at George. He narrowly evades the circle of spinning death but, as soon as it passes it breaks apart and the blades start to surround George. He draws his second blade back out and swings wildly trying to swat away the blades spinning around him. The blades fly around him in random patters as he tries to cut them down to no avail. Then Penny razes her arms and the blades all fly into the ground and the nearly invisible strings around them start to retract completely ensnaring the young huntsman.

"You think this will be enough to hold me!"

"It does not have to hold you for long George." Penny said as she releases two more blades from her back switching them to gun mode and taking aim on George.  
"Oh no you don't!" George shouts as his aura glows intensely.

Penny fires on her target as his aura flares releasing a wave of energy. The two meet in the middle erupting in a massive blast. The blast kicks up a massive bloom of dust and smoke blocking their view. Penny could no longer see George but her thermal senses still picked up a large heat signature where George was standing. She notices that heat is increasing rapidly around him to the point that she started to worry if he was lit on fire from the explosion. As the dust settles Penny spots her target once again. He is still bound by her weapons but has managed to slip his hands free and is holding his twin swords hilt to hilt. He twists them and they seem to lock in place creating what looks almost like an unstrung bow.

"What are you up to George? You never told me your weapons could do that?" Penny inquired.

"Well my dear men need to have a few secrets." George said with a laugh. Then his aura started to shift and move from his body into the weapon. A string of energy jumped from the tip of one blade to the other forming what looked like a string. He then reaches for another throwing knife witch in closer inspection almost looks like a over sized arrow head. His aura rushes into it and he loads it into his weapon creating an arrow of pure aura and taking aim at his capture.

"When you told me you could control your aura outside your body, I wondered how you would use it. I must say it is very fascinating." Penny said without any trace of fear in her voice.

"Ya but man does this take it out of me. Sorry but I will not be able to hold back on you Penny."

"I wouldn't expect you to." Penny says as she fires both of her lasers directly at George.

George releases the arrow impacting and a massive wave of energy ripped apart the surrounding area. The light from the blast was blinding and could be seen across the whole battlefield. After the blast had faded all that was left was a massive creator and two figures laying prone just on the edge of both sides. One of the figures struggles to left their wrist and glance at the wrist band now violently flashing red. It displays a message reading, Warning your aura has fallen below 10% you are unfit for battle and must exit the field as soon as possible. If you are unable to do so a retrieval team will be sent to collect you.  
"Well crud I guess I over did it again."

The girl on the ground springs up right and looks at her own wrist band. "That was amazing George! I just managed to escape 90% of the blast and I still only have 76% of my aura left. If I got hit directly with that I would be downed for sure, well if I didn't get blown to bits that is." Penny hops up off the ground in one motion and dusts herself off. She walks over to a nearby tree which now has her teams flag stuck completely through it. She yanks the flag free of its wooden prison splintering the tree in the process. She then enters the return code on the panel attached to the flag and sets it down.

"They said it would return itself to the base. I wonder how it's going to do that." Penny wondered. She didn't have to for wonder for long though as the flag soon shot up into the air like a rocket and rocketed back over the tree line.

"Hey Penny wasn't there a rule against holding your own flag." George inquired.

"Penny looked at George and then scanned back through her memory files. Yes you are correct there was such a rule huh." As soon as she finished her wristband turned yellow and gave her a shock. Penny seemed to malfunction for a moment as the electricity shot through her. She then falls to the ground and her wristband turns red.

Meanwhile under the red tree tops a red hooded blur zooms in a zig-zaging motion as automatic gunfire riddles the surrounding area. Ember was hot on the girls trail and was unloading everything she could in order to halt her progress. Ember was not use to dealing with opponents that could move as quickly as she can and she was at the disadvantage with all this tree coverage. Then she looks ahead and spots red base quickly approaching. She thinks a new tactic may be in order so she loads two new rockets and aims right for the edge of the forest and waits for the right time fire. Before she gets the chance a massive flash of light erupts from behind her followed by a gust of wind which blows her out of the sky and casing her to crash into the forest below. She manages to struggle back to her feet to see the red hooded girl slip through the tree line towards her base and her other two teammates are on the way to great her. She is all out of options.

Ruby rushes into her base and jams the flag onto a pedestal right as her own team's flag flies in and lands next to it.

Their entire team's wrist bands flash blue and read: Round over Red Team lead by Ruby Rose is the victor!


	14. Calm Before the Storm

**Notes: **Just a quick thing if you have not already I have just posted chapter one of a working spin off/side story for this series called Cardin and the Snail Girl. If you are at all interested in what the bad guys from RWBY are up to you should check it out. Also as always if you could favorite, follow, and/or review that would be a great help. I always love to hear feedback positive or negate.

* * *

**Calm Before the Storm**

A dark overcast is forming above Beacon Academy. The dark clouds completely choke out the bright light of the midday sun that had just moments ago held the grounds in a warm embrace. Flashes of light begin to shoot across the sky and the roar of thunder soon follows. The lone tower standing tall above the rest of the academy seems to almost challenge the storm as it is struck again and again without any effect. From the windows of the tower a single man is visible. The Headmaster Ozpin is sat behind his clockwork desk that feels like its right out of a steampunk fantasy. In one hand he holds a coffee mug bearing Beacons trademarked crest and in the other he is holding his scroll. The scroll is displaying footage from the ongoing capture the flag battle. A pleased look comes over his face as the young huntress Ruby Rose places the flag and claims victory for her team. The expression quickly fades as a bright flash lights up his window.

Ozpin takes a large sip from his mug before releasing a deep sigh. "Even with all the technological improvements we have made over the last few years, we are still at the mercury of nature's whims it seems."

As Ozpin gazes out over the shrouded campus below he notices a large Atlassian air ship coming in to dock. It does not take him long to release just who the ship belongs to and it makes a pit grow in his stomach. The screen on Ozpin's scroll switches on its own to display an incoming message from Glynda Goodwitch. He flicks the screen to open the message and begins to read.

"Glynda – its James he is demanding to see you right away. What do you wish to do Oz?"

Ozpin quickly replies. "Ozpin – Let him in of course, we have nothing to hide."

Ozpin then returns to his desk and flips his scroll back to video mode. He sees that the second round combatants are now on the field and waiting for the signal to begin. He quickly flips between different camera angles to get a good look at each member of the two teams. A proud grin appears on his face as he watches his hunters prepare to do what he trained them to do. Pyrrha Nikos, Yang Xiao Long, Nora Valkyrie, Coco Adel, even Velvet Scarletina and Juane Arc were beginning to show great improvement. Many of his most promising students were about to take the field. He couldn't help but get excited to see how they fair against real combatants and not the mindless creatures of grimm. He then flips over to the last two huntsmen on the field. Axel Ironwood and Ruin Rustwhel, when he does he feels the pit in his stomach grow even larger.

Finally the tone of an elevator echos through the office. Soon followed by two figures appearing from behind iron doors and stepping into the room. The first to enter the room is a middle aged woman with bright blond hair which is mostly pulled back into a neat bun, with the rest styled into a curl. She has bright green eyes which are covered by thin rectangular glasses. She wears a white long-sleeve suit and a black business skirt along with a tattered black and purple cape which covers her back. The second is a tall seemingly older man wearing a simple white overcoat, with a gray undercoat, alongside a red tie, and a single white glove on his right hand. His hair is short black and shows patches of gray around the sides.

The woman comes to a stop in the middle of the room and begins to speak. "Ozpin I have taken the liberty of escorting General Ironwood here."

The man in white behind her started soon after. "You know you didn't have to right Glynda? Besides what I need to talk to Oz about is a bit sensitive.."

"What don't think you can trust me ether James!? I guess I shouldn't be surprised." Anger was apparent in her voice.

"Glynda! You know it's not like that."

"Then what is it li…" Glynda began before being interpreted by Ozpin.

"Glynda I also have something I would like to discuss with General Ironwood in private." Ozpin stated calmly.

A sad expression came over Glynda's normally stern almost metallic features as she turned away and started to storm off toward the elevator. She stopped for a moment to shot James a sharp glare and a few parting words. "Good day to you General."

"I see she is still angry."

"I wouldn't say she is angry just… Concerned." Ozpin takes a moment to take another sip from his mug and collect his thoughts. "So what do I own this sudden visit General? I would think you would be busy preparing for the Vial Festival. You are head of security for the event now you know."

The Generals brow narrows as his grip tightens. "I could say the same to you Ozpin. What are you doing at a time like this? There could be an attack at any moment and you have your hunters the people who are supposed to be protecting these people, thrashing each other just for the fun of it?

"They are learning valuable combat skills James. They need to be able to adapt to any situation. That is why I tock them out of their teams, out of their element. When a warrior becomes too comfortable their blade inevitably dulls."

Anger begins to build up in Ironwoods voice. "Fine and you choose now of all times to teach this lessen!?"

Ozpin takes another large sip before sitting his mug down on his desk with a thud. "It is because it is a time like this that I must teach them this lessen." Ozpin's eyes were now locked with the Generals. He gave off a look that said he had no intention of backing down.

Ironwoods grip loosed but his eyes didn't break contact. "Fine then but I have to ask, do you have any idea what is really going on down there? Or perhaps this tower of yours is too high in the clouds for you to see what is really happening."

Ozpin sighs deeply before standing up from his desk and grabbing hold of his scroll and cane. "I can't imagine you came all this way just to nag me about this little game of mine. So are you here to enlighten me on what is really going on outside this campus? Perhaps you still think I am hiding things from you? Well before we get into that, there is one other matter I would like to discuss with you."

"Oh what could that be?"

Ozpin taps his scroll and drops it onto his desk transforming it into a holographic projector. It displayed images of Penny and the members of team GEAR in combat. Not just during the capture the flag game but also during the grimm attack from the previous day. "When you asked me to accept the transfer of those students, I thought perhaps you were starting to understand what I am trying to do here but. That girl, that equipment, it's all top of the line military spec. Some of it is not even available on the black market yet and trust me I checked. So tell me Ironwood what are you getting my students involved in?!"

Ironwood was studded he didn't know how to react. He tried to open his mouth in replay but he was cut off.

"By the way James how is your brother? When I heard he had adopted a son I didn't expect him to have such a family resemblance." The scroll switched to a live transmission of Axel Ironwood on the battlefield as a signal flare shot into the sky starting the second round.

* * *

Two groups consisting of eight battered and beaten teens step into the assembly hall were all the students who are not in battle are waiting and watching. The screens around the room display ongoing matches. Half of the group consists of Ruby Rose, and her current team Russel Thrush, Sky Lark, and last but not least Penny the synthetic girl. Following behind is George's now former team consisting of himself, Ember Wieldings, Weiss Schnee, and Blake Belladonna. As soon as the two groups entered the room applause and cheers erupted from the crowd. They are quickly swarmed by their fellow hunters in training and showered in a mix of praise and questions. Ruby was quickly hoisted above the crowd as her name started to be chanted. "RUBY! RUBY! RUBY!" For once even Russel and Sky had become bashful with all the attention they were getting. Penny on the other hand mainly got looks of awe, though Penny had only been attending Beacon a short time she had become well known as a bit of an odd ball. Her combat display was more than just impressive it was inspiring. They were not sure how to approach her and the last thing they wanted was to upset her so they kept their distance.

George, Weiss, Ember, and Blake decided the crowd is a bit too much for them and escaped to the corner of the room to take a well earned rest.

"Wow what a rush that was. I can't believe Penny shrugged off my Aura Burst like that. A normal opponent would have been blown away." George says tiredly.

"Wait was that bright flash at the end your doing George!?" Ember Demands.

"Ya what of it?"

Embers veins practically pop out of her head but she is too wiped out to strangle him at the moment. So she decides to save it for later.

There is a short moment of silence before Blake decides to say a few words. "You know I got to say even though we lost I had a lot of fun fighting with you guys."

Weiss continued from there. "Indeed I have to agree with Blake. I can't really remember the last time I had that much fun in battle. Maybe it was because I finally got to let out my pent up anger on Ruby."

"Ya I have to admit that was fun."

Ember turned too Weiss and gave a wide smile. "I think I understand what made you change so much."

"Huh whatever do you mean Ember?"

"Well my memories of you from when we were younger are not very pleasant to say the least. I even use to completely hate your guts but. I don't feel that way anymore, I can even say I am glad I got to meet you Weiss."

Weiss was stunned for a moment she was not use to such talk, so she was not sure how to react but. Her wide open mouth soon tightens into a smile. "Thank you Ember."

"On that note how long do you plan to wear that bow miss Blake?" Ember Inquires. "With friends like this I don't think you will need it."

A look of concern is shot between Blake and Weiss and a look of confusion appears on Georges face. "Hey Ember what do you mean by that? Is there something special about the Black Beau… I mean Blake's bow?"

"What even with your faunus senses and that strange obsession of yours you have not picked up on it? Well let me tell you…" Ember was quickly silenced by two pairs of hands over her mouth. She tries to mumble out something sounding like "What is the big idea?" But it's unclear if that is what she was trying to say.

"George reaches over and grasps the two hands belonging to Blake and stairs into her eyes. "You know I see you as somebody important… As a friend I mean… Ya a friend, so if there is something bothering you I would be more than happy to hear you out.

"I don't know it's really personal and a bit of a long story."

Before the matter could be pressed any farther George suddenly feels uneasy and releases his hold on Blake. He jumps up to locate the possible threat and spots the monkey faunus he seen with Blake in the cafeteria yesterday. He has short blond hair that is spiked up and he wears a pair of blue jeans and a white button up shirt with nothing underneath and without a single button in use. He likely does this to show off is rather cut physique. The boy waves to Blake and makes his way over.

"Hey Son!" Blake returns the wave.

"Hey Blake I managed to catch the last bit of your match and it was awesome. The way you used that narrow space to your advantage and captured Ruby was great. Also Weiss was really cool as well."

Weiss cuts in. "You seen that much? Didn't you start your round in arena #2 at the same time as we did? So how did you guys get done so quickly, was your opponent not enough of a challenge?"

Son has a halfhearted chuckle while he rubs the back of his head. "Well about that those guys worked better together than we expected, Dove is a surprisingly good leader. Also I get the feeling that, that Emerald chick and that jackass Mercury we're not even trying. As for Neptune he seemed to distracted by Emeralds teasing that he may as well not even been there."

Weiss came to attention the moment Neptune's name came up. "Oh is that so?" I will have to ask him for details? So where is Neptune son?" There was a clear intensity to Weiss tone.

Feeling the wave of killing intent and not wanting to get any more involved he chose to do the only honorable thing. "He went to the cafeteria with Dove's team to get some launch!" Ok so it was not so honorable but, sometimes you got to go with your instincts.

Weiss stormed out of the room and Blake quickly gave chase in an attempt to calm her down. Ember, George, and son along with an awkward silence were all that remained. It remained quiet until the a roar came from the crowd who started to swarm around the screens featuring round 2.


	15. Divide and Conquer

**Divide and Conquer**

The sound of gunfire and explosions completely over take the once quiet crimson forest. Trees are splintered before being completely blown apart as chain-gun fire tears through them. The source of the gunfire is a massive mini-gun being wielded by a young woman in a cocoa-colored long shirt with a dark brown corset. She also sports long, dark brown trousers with ribbons on the left side and a set of black belts lined with heavy rounds. Her black leather high heel boots look completely unfit for the battlefield but, anyone who has been on the wrong end of them would beg to differ. Lastly she wears a number of accessories, the most noteworthy of them being her dark brown beret and a pair of wire-rimmed aviator sunglasses. If it was not for the massive weapon hoisted in her hands and the sounds of panic and confusion in the distance it would feel more like a fashion show then a battle.

A large boy steps out next to the girl and attempts to get her attention by grabbing her shoulder. "Coco that's more than enough they have already fallen back. You're wasting your time and ammo."

Coco answers by jerking her shoulder free and shouting at the boy. "Back off Axel I know what I am doing! I predicted that they would all come at are base at once didn't I?"

"Indeed you did, I must say I am impressed by your incite. Knowing that their teams defensive abilities are rather low so they would prefer a more aggressive strategy but. That only makes your current behavior that much more concerning. You should know that you are making unnecessary moves."

Coco rolls her eyes as she starts to reload her gun. "Look here Axel, when your fighting against other people there is more to it than just having the better equipment or the most soldiers. You need to get into their head and there is no better way of doing it than by firing a big gun in their direction. Well at least not one that I know of." Coco then folds up her weapon into a small leather handbag that didn't look nearly big enough to contain it. "Now then let's go finish the job shale we."

Axel and Coco started on their way toward the enemies last known location. While following Coco's lead Axel couldn't help but feel envious of Ruin. He was back guarding the base with that Nora girl, surely she can't be giving him as much of a headache as this trigger happy femme fatale.

* * *

A group of two young girls and one young man find themselves crouched behind a hillside as the sound of falling trees and gunfire echoes from the opposite side of their cover. The young man among them has short blond hair and is wearing armor plating over a dark hoodie and dark blue jeans. He holds a seemingly simple looking kite shield in one hand and a double edged long sword in the other. He sits in between the two other members of his group with this back against the hillside.

"What the heck was that back there!? Man that Coco girl is scary, if I didn't know better I would think she was trying to kill us! Whose bright idea was it to rush in there like that anyway?"

"Correct me if I am wrong but I am fairly sure it was your idea Juane." Juane turns to his left to face the girl who is speaking. She is Yang Xiao Long a tall girl with long blond hair and she wears a tan vest with gold piping over a yellow, low-cut crop top with a black crest that resembles a burning heart. She also wears a brown belt with a buckle, a pouch, and a small banner-like object. The same burning heart crest appears on this banner, except golden in color. She wears black shorts under her belt, which resembles a pleated skirt in the back. Over the short shorts but under the belt is a white, asymmetrical back skirt. Her foot wear are knee-high platform boots that appear to be made of leather and she wears a bright orange scarf around her neck. Lastly she wears fingerless black gloves underneath her weapons, which resemble two yellow mechanized gauntlets with a black design.  
"Oh ya… Well you said it sounded like a fine idea didn't you Yang!?"

"Hey I only agreed to it because Pyrrha said it was a good plan!"

"I am also to blame, I should have accounted for this when we decided on this plan. I am sorry guys." Juane turns to his right side to see a Pyrrha Nikos with a sad expression. Pyrrha is a tall and muscular girl with waist-length red hair which she wears in a ponytail. Her top consists of two layers. The top layer is a light-brown, strapless top split divided vertically with some bronze patterns. The bottom layer is a low bronze V-neck. Pyrrha also wears an elastic, red, A-line miniskirt with a red ankle-length drapery that appears to be wrapped around it. She is equipped with bronze armor greaves, bracers, and a headpiece. Strapped to her back are a circular bronze shield and her primary weapon a red and bronze colored sword.

Juane and Yang almost in sync with each other try to comfort the girl. "Hey come on Pyrrha it's not your fault, I should have thought it through a bit more."

Yang picks it up from there. "Ya it's all Juane's fault no need to beat yourself up over it." Juane seemed annoyed by Yang's choice of words but didn't protest. One thing they both know about Pyrrha is that nobody his harder on her than herself.

Pyrrha wipes her eyes and stands on her feet. "Thanks you guys, your right beating are selves up is only going to help the enemy. Also I don't feel like Juane's plan is completely undoable, we just need to try from a different angle.

"Oh sounds like fun, what do you have in mind Pyrrha?" Yang asks excitedly.

"Simple we will take a page out of King Philip the 2nds book!"

"Philip who?" Juane asks with a very confused look.

"She is saying we should use the divide and conquer strategy." Yang says.

"That's right if we can get the two of them separated then I can use my semblance to neutralize them."

* * *

Meanwhile Axel and Coco make their way through the red forest toward the enemy base at its center. Axel's scroll flickers on as a message from Ruin is received. A slight grin appears across his face as he reads it to himself. "Ruin – Help me! This crazy chick won't stop talking about pancakes and some guy name Ren. She also keeps asking me the dumbest most pointless questions I have ever heard. I thought George was bad, if I don't get away from this girl and see some action soon I think I will lose my mind!"

"I guess he has it rough too." Axel says with a chuckle.

Coco turns to Axel with a confused look. "Hey who are you messaging at a time like this?"

"It's from Ruin back at base."

"Oh and why isn't he using his headset we have them for a reason. We have a battle to win so you to better not be slacking off!"

"He has his reasons."

"Which are?"

"It's a long story which we don't have time for. Besides I wouldn't worry about him when I was young I would have given anything to be able to fight alongside men half as dependable."

Coco stops for a moment. "What do you mean when you were young?"

Axel seemed to freeze up like a statue. "I mean… I…" Before Axel could reply a girl with long golden locks leaps out from behind a tree and swings her fists forward in a punching motion launching dust based explosive rounds from her gauntlets. Axel quickly drops his shield Silent Knight from his back and moves between the attacker and Coco. The rounds detonate on Axel's shield with a fiery bang but, seem to do little damage to the heavy plating of the shield. Coco is stud for a moment which the young huntsman Juane Arc takes as his chance to also get in on the action. He jumps out from behind a tree on the opposite side of the pair with his sword and shield drawn begins to take swings at Coco. Coco quickly dodges under the first swing and swings her handbag around to meet his second swing. Juane's blade seems to bounce off the studded leather bag like it was made of rubber. Coco then spins in place and takes a heavy swing of her bag at the boy. He holds up his shield to block the attack but is thrown to the ground by the heavy weight of the blow.

Coco then jumps back clicks a leaver on her bag making it unfold back into her massive mini-gun. "You still got a lot to learn boy!" Coco says as she takes aim on Juane and readies to fire. Once the barrel gets up to speed and begins to fire it jerks upward away from its target. "Hey what's the deal!?" Coco barks.

"Thanks Pyrrha!" Juane cries looking back toward the red and bronze clad girl behind him. Her hand is extended forward toward Coco's weapon and her aura is glowing brightly.

Axel still defending against Yang's explosive assault turns his head to see what is going on. He sees Pyrrha move her hand toward him as Coco's weapon follows suit. Axel jumps to the side to evade the first guns path but, Pyrrha quickly adjusts its path to meet him. He activates his aura and moves his shield in between himself and Coco. The rounds quickly rip and ricochet off the metal plating of the shield. Yang soon continues her attack striking Axel directly in the back with another volley of dust rounds. Coco realizing what is happening clicks a switch ejecting her ammo casing. Pyrrha then releases her grip on the weapon and draws her sword and shield before rushing in. Yang rushes to help her but cot off guard as Axel emerges from smoke of her last attack now in his metallic form.

"Huh I thought you were down!" Yang blurts out before Axel lifts up his arm to clothesline her. Is knocked to the ground but, quickly shuffles back to her feet. "Alright then I guess there is no need to go easy on you!" Yang slams her fists together with a bang and her aura completely envelops her body in a hot golden glow. Her eyes a turn bright red as her hair seems to almost ignite. She then rushes toward Axel in a rage.

Axel uses his open hand to reach behind his shield and detach a small handgun with a long stainless steel blade attached to it and opens fire. Yang easily dodges around the shots and closes the distance. Once in close Axel swings the blade of his handgun at his attacked but. Yang dunks underneath the attack and lands a solid uppercut into the chest of the tin man setting off a round in her gauntlets at the same time. Axel's aura flickers for a moment but is otherwise unphased. He presses a switch on the handle of his shield extending a second stainless steel blade attached to it and swings it at Yang. The blond haired girl brings both her hands up in front of her to block the attacks and leaps back to put some distance between the two.

"Man this guys a hard nut to crack. I guess getting in close won't do me much good here. If only he didn't have all that mental plating I may be able to deal so real damage…" Yang's eyes widen in realization before turning toward Pyrrha and Juane locked in close combat with Coco. Coco has abandoned her weapon and is throwing heavy punches and fast high kicks. Each attack is aimed right for her opponent's joints and vitals. Pyrrha is using her semblance to help maneuver Juane's shield in between Coco's attacks and her targets. While defending herself against Coco's relentless assault and is still managing to land glancing blow after glancing blow on Coco.

"Hey Pyrrha want to switch dance partners!" Yang shouts.

"Pyrrha leaps back and glances over to Yang and Axel. Pyrrha takes note of Axel's metallic appearance and understands what she is getting at. Pyrrha opens her mouth to replay but notices Axel has raised his shield up revealing a cannon barrel underneath that is pointed directly at Yang. "Yang look out!" She shouts as she holds up her shield arm and activates her semblance. Yang turns around just in time to see Axel's cannon jerk upward into the air. Then Coco lands a kick to Juane's side causing him to fold over onto the ground and leaps toward Pyrrha delivering a savage blow to her solar plexus. Pyrrha falls to the ground but her grip on the cannon does not loosen. The cannon jerks back down towards the ground in between Axel and Yang and discharges. The resulting explosion blows them several feet backward slamming Yang into a tree and putting Axel through one.

Coco is cot off guard by the large explosion that blows her beret clean off her head. "My hat! What on Remnant just happened?!" She looked back to see her teammate laying prone in a pile of branches and her third enemy and her third enemy struggling to her feet with her aura glowing so intensely that the nearby foliage is starting to catch flame. The blond haired girl turns toward Coco and ejects all of her gauntlets spent shell casings before pulling out two more ammo straps and loading them in. Coco knew what was coming next so she tock a fighting stance. Yang fires both her gauntlets backward propelling her forward into the air. She proceeds to let loose a volley of rounds down at Coco who cartwheels backward again and again dodging a blast each time. Yang lands where Coco stud moments ago and turns towards Pyrrha who is now recovered and getting to her feet.

"Pyrrha I will handle Coco you and Juane finish off that tin man back there!'

"Right!" Pyrrha says as she rushes over to help Juane to his feet. They both then move toward the buried Axel.

Yang turns back toward Coco who is now moving in her direction with what appears to be Axel's handgun in her hand. "What how did you get that?!"

"It seems he dropped it in the explosion and it ended up all the way over here, lucky me I guess. Now you said you wanted to dance didn't you? Let's go!" Coco stated with a cocky tone. As she then pulls apart the stainless steel blade and the handgun to hold them in different hands.

Pyrrha and Juane reach the pile just as it shifts and is quickly thrown aside. Axel rises out from the broken wood virtually unscathed. He cracks his neck back and forth and focuses on the pair before him. "That ability of yours just now, is fairly troublesome it seems but. When I hear you were going to be my opponent today I did make preparations just in case."

"Oh I look forward to see what you came up with but. Wait use it so soon when you have a few respawns left." Pyrrha said as she uses her ability to pull Axel's shield from this hands and pin him to the ground. She then flips her sword transforming it into rifle mode and unloads on the defenseless Axel.

"Why you!" Axel shouts as he grabs hold of a nearby rock and his body quickly switches from a slick metallic finish to a rough and rocky coating. Now unbound he leaps to his feet and charges at the red haired girl who is continuing her attack. Axel holds up his arms to protect his vitals but Pyrrha is landing shot after shot on his lower body, rapidly ripping rocky fragments from his torso. Once he has closed the distance between them Pyrrha flips her weapon again switching it to spear mode and takes a low stance with her spear extended outward and her shield close to her chest. She then thrusts the spear toward Axel who shows no signs of trying to evade it. The spear plants itself into Axel's side before he raps his arms around it and shakes it free of her grip.

"I thought it was strange that a girl who can control metal with polarity would choose a nonmagnetic metal like bronze for their weapons and armor. Then it accrued to me that you didn't want to take the risk it interfering with your ability in combat. Despite your strength and skill you still lack confidence in your abilities huh?" Axel says as his rocky frame grumbles and a bronze coating takes its place. He then polls the spear from his side and the gap quickly fills itself.

"You took the blow on purpose to get your hands on my bronze spear!? Are you completely mad!?" Pyrrha shouts.

Axel looks almost confused by her outburst. "When on the real battlefield you do what you need to do to win. I don't see a reason to treat this any differently."

"This guy is dangerous so Juane be sure to watch yourself."

"You got it Pyrrha!"

At that moment lightning struck a nearby tree causing it to catch fire and rain began to pore from the darkened sky.


	16. The Shield Vs The Spear

**Notes: **Oh I have two big things to tell you guys. One is could be a bit of a downer and that is that I have been posting this work on a different fanfiction site and it had a decent sized lead on this one. I didn't release all the chapters at once so I would have time to do a little extra editing. Anyway this work is now cot up! What does that mean for you? Well maybe nothing though it could effect the speed of releases.

Next up is that I have gotten an artist friend of mine to design the four main characters of this story from their bios. So if you wondered what team GEAR looked like you will be able to find out soon.

If you have any questions feel free to PM me and as always remember to favorite, follow, and/or review.

* * *

**The Shield Vs. The Spear**

The area around blue base is as barren as ever with little to no activity to be seen. The sign of life is two members of blue team perched on the nearby cliff side. One is a girl with light red hair a white top and a pink skirt. Strapped to her back is a large weapon which seems to be a grenade launcher. The other is a blue haired boy covered in baggy red and white clothing, his mouth covered by a mask and a hood pulled over his head. The boy is laying flat on his stomach and it hoisting a large black and red Sniper Rifle. The red haired girl seems to being attempting conversation with the young boy next to her.

Hey Ruin that's your name right? It's Nora by the way just in case you forgot. So whatcha doin? Hello can you hear me? Ruin seemed to ether be too focused on surveying the area or just couldn't be bothered enough to respond. This did little to stop the red haired chatterbox though. "Come on why won't you talk to me? Gees and I thought Ren was not a big talker. Speaking of Ren have you gotten the chance to try his pancakes yet? Seriously they are to die for! I shot Juane on reflex once when he took the last one! He still hasn't gotten over it even though it happened over a week ago and I even said I was sorry." Ruin shifted slightly to look at his arm mounted scroll and he began to type out and send a message but there was still no sign of a response to her questions.

"Hey Ruin who were you talking too just now? Was it are team? Why not just use your headset? Come to think of it you're not even wearing your mike. Ruin finally let out a small sigh the first sound he made since they arrived in the canyon. He then reached over for a small heavy duty case that he had taken with him. Nora remembers that he had pulled his weapon from the case but, she remembers from a short glance she managed earlier that there was much more inside. Ruin proceeded to type in a code unlocking the case and pulling it open. He then pulls out a large sphere like object and places it on the ground next to him. Ruin presses a few buttons on his scroll which seems to activate the small device. It begins to hover in the air almost magically. Whatever force is holding it off the ground is not like anything Nora had seen before.

A circler light flickers on in the middle of the sphere and it starts to hum. Nora reaches out toward the mysterious object with her eyes are wide with excitement. Right as her hand is about to make contact with the device a bolt of electricity shots out from it and strikes her hand.

"Ouch! This piece of junk just bit me!" Nora said as her eyes began to water.

A mono toned voice responded to her cries. "Who are you calling a piece of junk? It is Spark for your information and it is not my fault that you chose to invade my personal space."

The sparkle of excitement returned to Nora's eyes. "Wait did you just talk?!"

"Of course I did who else could it have been." The device retorted. This was met by Nora glancing in Ruin's direction who has now returned to his sniping position. "That is unlikely Miss, Master Ruin is not known for being talkative."

"Ya so I have noticed. What is up with that anyway he isn't mute is he?"

"Not at all miss, he just does not like to speak when people are nearby."

"Why on remnant for?"

Before the Spark could respond a large explosion erupted from the forest. Nora jumps in surprise before shouting. "What the heck was that?"

Ruin turned and raised his hands in the direction of the hovering sphere. The Spark seems to dip down in a nodding motion. "Master Ruin says that based on the power of the blast. It was likely from Axel's cannon attachment."

"Ya I know that I can read."

Ruin jumps to his feet with a look of shock on his face. He then begins to make signs with his hands. "You know sign language?"

"Oh course silly! I know seven languages. I just hate being left out of a conversion after all."

Ruin turns toward the floating device and began throwing out more signs. "I guess this girl is not as dumb as she looks."

Which is odd because of course Nora can still see them. "Thanks I really am a genius… Wait are you making fun of me?!"

Ruin burst into a laughing fit that shuck the whole cliff side and caused Nora's hands to instinctively cover her ears. "Wow that was really loud!"

Ruin quickly striated himself and created a few more signs. "I am sorry."

"What? Why are you being sorry for all of a sudden that was amazing!? I can't wait to hear you when you really let loose…." *Crack* Nora was interrupted by a crack of lightning striking a nearby tree. Nora seemed to be frightened by the lightning as she fell to the ground and pulled her knees up to her chin.

"Are you ok Miss Nora? Your heart rate seems to be increasing at an abnormal rate." Spark inquired.

"Ya I am fine don't you worry about me…" Nora jumps again as another bolt strikes nearby.

"You don't like lightning do you?" Ruin signs.

"Ya I got struck once when I was out training before. I guess I have not been able to trust it since but. Don't worry as long as I have Ren by my side… I… Oh ya guess he is not here ha ha…"

Spark and Ruin stare at the quivering girl unsure of how to handle it. Then look up as the sky rumbles again and let's loose heavy downpour.

The whole forest seems to sway and shift against the roaring winds and the beating rain that now envelops the once bright battlefield. The only source of light the sky offers now is that of lightning strikes and short lived forest fires. At the center of this dismal red treed forest is five young men and woman who seem almost unaware of nature's wrath bearing down on them. Among them is Axel Ironwood otherwise known as the Tin Man and Pyrrha Nikos otherwise known as the Invincible Girl. Their eyes are locked with one another like two alpha predators that are after the same prey. Axel's whole body is covered in a lair of bronzed skin and his hand grips Pyrrha's spear firmly. The young huntsman Juane Arc looks on without speaking a word, ether out of fear or respect for the two warriors in front of him.

The first to move was Axel as he picks up a branch from the ground. Pyrrha jumped into a defense stance expecting an attack of some kind but Axel didn't approach her. Axel began to use Pyrrha's spear to carve the tip of the branch into a point. "Tell me Miss Nikos, have you ever heard of the shield and spear paradox?"

Pyrrha's expression changed to one that Juane didn't recognize. It didn't seem to be anger or confusion. No this expression was one of intrigue perhaps even excitement. "Yes I have heard of it. I believe that it's also known as the irresistible force paradox."

"Indeed that is correct Miss Nikos and do you know what the story behind that paradox is?" Axel asked before he chucked Pyrrha's spear down planting it next to her feet.

Pyrrha quickly retrieves her weapon before responding. "Yes the paradox questions what would happen if a Shield that could block any attack and a Spear that could pierce any defense would happen to clash."

Axel's aura glows as the sharpened branch in his hand is coated with a bronze finish. "Well Pyrrha, if such weapons existed which do you think would win? Or should I say between the ultimate shield and the ultimate spear which is the strongest?"

Pyrrha's mouth started to form a grin. "That's simple Axel, nether would win. A world were both can exist is an impossibility thus is the nature of the paradox." Pyrrha then went into a fighting stance. "With that said if I had to go with one or the other, my money is on the spear."

Over the pouring rain and crack of thunder Axel's replay was almost impossible to make out but. With the large grin that appeared on his face it was not hard to guess what he was thinking. "Good answer." Axel finally takes a fighting stance of his own before the two warriors let out a battle cry and charge for one another.

Once they were within striking distance of each other they both lung forward with their spears extended. Axel's spear is quickly deflected by Pyrrha's shield. Pyrrha's spear is aimed right for Axel's chest where her spear had been imbedded moments ago. Axel's armoring was still weak there and he was doubtful it could take a direct hit. Pyrrha must have picked up on this so he reaches out with his free hand to grab hold of the incoming spear. Right before his metallic hand could take hold of the blade it folds backward. Pyrrha returned it to sword mode and continues to close the distance between them until she is in sword range. She lets loose a vicious assault digging her blade into Axel's joints. Axel needs to keep the arming in such places thin so he does not lose flexibility but. To the naked eye this shouldn't be apparent so how she was doing this was a mystery. Axel waited for an opening and grab hold of Pyrrha's arm as she came in for an attack. He spun around and flipped her over his shoulder to the mud in front of him. His hand crafted spear swung around before coming down at red haired Amazon. Pyrrha quickly pushes off the ground onto her back narrowly evading the spear. She then and switched her sword into spear mode pushing herself off the ground and plating itself into Axel's arm forcing her free of his grip.

After returning to her feet and pulling her spear out of Axel's arm. She begins to backpedal while swiching her spear into rifle mode so she can start taking shots for his vitals. Axel spun his spear in front of him to deflect the shoots and at the end of the volley he railed backward extended his arm before he chucked the spear at Pyrrha with all his strength. She held up her shield in defense but the impact knocked her off balance just long enough for Axel to pull her in for a tackle.

Axel tries to pull her down to the ground but, she plants her feet firmly in the muddy soil and begins to wail on the back of Axel's head with her shield. Axel jumps upward uprooting her feet and slams her into the ground with full force. Pyrrha shouts in pain as her aura flickers and Axel quickly leaps on top of his downed opponent and begins to throw punch after punch. Axel raises both his arms together for a finishing blow. Pyrrha tries to shift her shield between the two and Axel's arms come down with a brutal thud cracking Pyrrha's shield and causing her to sink deeper into the mud. Axel grabs and rips away the shield before raising his arms for another blow. Before he can come down on the girl he hears an angry roar coming from behind him. He turns his head to see what is happening and is met by Juane Arc's kite shield. Juane bashed Axel directly in the head with his shield and he then began to slash and stab at the openings Pyrrha made in his armored skin. Axel flailed backward losing his grip and Pyrrha quickly tock advantage raping her legs around him and reversing the pin.

Once on top of Axel Pyrrha used her semblance to pull in Axel's nearby shield Silent Knight and using it like a gauntlet slammed Axel in the chest shattering the bronze coating and sending his aura into frenzy. Axel's wrist band finally turned red.

"Looks like I win." Pyrrha said breathing heavily.

"Indeed I have been bested, well done Miss Nickos. But in the end it seems that the shield came out on top."

Juane and Pyrrha look at one another and at the shields in their hands. "I guess that's true. Well in that case I guess we can call this one a draw Mister Ironwood." Pyrrha said as she is offering her hand to Juane to help her up off the fallen titan.

Axel soon returns to his feet as well and is handed back his shield by Pyrrha. "Oh that's good I was not looking forward to telling Coco I got beat." Axel said with a grin.

Juane and Pyrrha jumped to attention at the mention of Coco's name. "Oh ya we almost forgot about Yang!" Juane shouted as the all turned to check on their teammates but. They had both disappeared without a trace.


	17. Hot Coffee

**Notes: This work was last updated on 01/19/2016.**

* * *

Hot Coffee

Round 2 of the capture the flag battle was still raging on despite the savage storm engulfing the sky above and the forest below. Its was if the elements themselves were joining the melee, with the unrelenting assault of rain threatening to flood the lower areas of the battlefield while the hot lightning threatened to light the tree line ablaze. With weather this furious most sporting events and contests would've long since been called off by now but, when it comes right down to it that's because those events are just games played for fun. And when it stops being fun that's it, it's over.

As our young hero Ruin Rustwhel is beginning to realize, this isn't just a game. They aren't just doing this for fun and they were never meant to. He came to this conclusion after really thinking about how the rules were set up. Giving the combatants the freedom to choose whatever weapons and equipment they wanted and given only minor penalties for breaking what few rules there were. It would be an absolute miracle if no one got seriously injured. Of course Ruin didn't have a problem with that. He didn't much care for childish games and he felt like he was more than prepared for pain and or injury, he always was but. What he was not ready for was a complete mental break down.

Ruin stands over a crying and shivering mass of pink, red, and white that use to be his teammate. And he was frozen just like a dear in the headlights. "Tell me why the sky is being so mean! Why did it really have to rain today!? The weather lady lied again! I thought it was going to be… ***Crack*** AHHHH!" Nora ranted before being cut off by another bolt of lightning striking nearby causing the girl to shrivel up even further.

The first to break the silence was Ruin's robotic companion Spark. "Master Ruin it would seem that Miss Nora is in pain but, I can't seem to locate any injuries. Is she suffering from some kind of glitch?"

Ruin moves his hands over to his scroll and quickly types on the screen. Spark's display lights up as Ruin clicks the send button. "Message – I guess it's something like that. Humans have a hard time dealing with certain things. Some of which don't really make since, those are normally things that have hurt them in the past."

Ruin moved closer to the cowering red haired Viking and tries his best to get her attention. But no matter how much he gestures or has Spark call out to her it was no use. The girl was trying her best to block out the world around with her eye lids sealed up tight and her hands clasped tightly over her ears. The roaring winds, rain, and thunder of the storm around them didn't do much to help the situation ether. "She seems to be unresponsive Master Ruin. Shall I attempt to resuscitate?" Spark asks while he began to release a small electrically charge from his body.

Ruin momentarily considered just letting Spark give her a small jolt to get her attention but quickly dismisses it by waving him off. When Ruin took into account how drenched Nora's clothing and armor was due to the rain and the reason why she was likely so scared to begin with he figured that literal shock therapy wasn't likely the best option here. So Ruin let out a barely audible sigh before surrendering to the fact that he had no other options than to use his secret weapon. The one he had sworn to never use unless the situation was truly dire. Ruin reached up to his face mask and slowly pulled it down to reveal his pale and dry mouth. Then he took in a deep breathe and release it. **"GET ON YOUR FEET SOLDIER!"** Ruin's voice boomed is it released a visible wave of sound so strong that it knocked the red haired girl out of her curled up position onto her but and knocked away the falling rain creating a short lived dry pocket in the down pour.

"OUCH! What's the deal Ruin why are you being so mean?!" Nora shouted as she started rubbing her bottom.

Ignoring Nora's question Ruin quickly took in another deep breath and released it. **"I SAID ON YOUR FEET! YOU CALL YOURSELF A WARRIOR!"** Ruin's voice was even louder than it was before. The ground around him began to shake and the raging skies almost seem to go silent in comparison.

Nora's hands latched back onto her ears as her body instinctively jumped back up to her feet at attention but her body language was still shaky and uneasy. "I'm up, I'm up! And I'm not a…"

"**NOT WHAT, ARE YOU NOT A WARRIOR!?"** Ruin asked almost threateningly causing Nora to jump again.

"Umm well I am a huntress but I… I've never really called myself a warrior and I am sure not what you would call a soldier."

A look of annoyance comes over Ruin and it seems like he is about to speak again before Spark interjects. "Pardon me Miss Nora may I ask what your job is as a huntress does?"

"We, umm…" Nora is slightly taken back by the question but quickly straitens her herself and speaks with certainty. "We protect the innocent from those who would try to do them harm and we hunt the creatures of Grimm no matter where they may hide!"

Ruin nods in agreement while Spark posses another question. "And the Grimm, do they scare you Miss Nora?"

"No! A Grimm will never beat me!" Nora shouts shaking her head vigorously.

"Yet you let yourself be frightened by the elements?" Spark asks in what almost seems like a condescending tone.

Nora's cheeks quickly begin to turn a shade of red that better match's her color scheme taking on a defensive tone. "What? I… Look nature is just too unpredictable is all! No matter how hard you attack, it won't stop! How is that fair?!"

Ruin shrugs at Spark before unzipping his heavy jacket and dropping it on top of ranting Viking. "Hey what's the deal!? What is this for!?" She asks.

Ruin waves to Spark signaling him to explain. "Master Ruin's clothing is made out of a rubberized metal causing it to be highly durable and it is even resistant to heat and electrical shocks. Even in the highly unlikely event of you being struck by lightning, you would only have about a 10% chance of suffering anything more than a minor injury."

Nora looked almost impressed for a moment as she decided to try on the strange clothing. "Oh thanks Ruin, wait what about you?! Won't you be in danger now?" She asks.

Ruin signals Spark once again. "No need to worry, Master Ruin will be just fine. He is quite use to fighting in harsh weather conditions. Besides we there doesn't seem to be any time left to alter our plans. I am currently picking up at least two hostile targets moving towards our location." Spark states before shooting up into the air for a better vantage point.

* * *

Coco and Yang have found themselves locked in fierce combat for several minutes now trading one blow for another with ether making much headway. At the moment Coco was trying her best to keep herself at a distance and out of the blond brawls striking range. Of course Yang had no intention of letting her have her way as she pointed her fists backwards and fired off a dust slug from each of her golden gauntlets propelling herself up into the air and towards the girly gunslinger in front of her. Once Yang was airborne she began to pepper the ground around Coco's feet with explosive rounds from her weapon. Coco quickly went into action side stepping each incoming shot just barely avoiding a hit and returning fire with her borrowed handgun in each time. Yang was easily able to block and deflect the lightweight rounds of the handgun Coco borrowed from Axel but. She couldn't seem to land any solid hits herself ether. When Yang came down on top of Coco's location she slammed both her fist down onto the ground with all the force her arms could muster. Coco jumped out of impact zone and quickly leaps into the air to avoid the following shockwave that it released. Coco flips through the air and skillfully lands herself on Yang's back and rolls over her opponent. Once Coco lands on her feet she is almost instantly met by a swing of Yang's fist aimed directly at her face. Having already lost her beret and completely unwilling to risk her favorite pair sunglasses she dunks under Yang's fist before taking a swing of her own using steel blade she also borrowed from Axel.

Yang's eyes widened when she seen the counter attack coming and she tired to leap backward out of the blades reach only to find herself clutching at a fresh cut on her cheek a moment later. Her eyes were already glowing with a bright shade of red and her hair was ablaze with energy. She took a moment to gaze over her wristband to check her remaining aura. She only had 78% left so a few good hits would be all it would take to knock her out. So she knew she would have to remain focused.

Coco began to smirk as she watched Yang looking at her wristband with an unpleased expression. "What's the matter Yang running on empty? Maybe you shouldn't have agreed to this one on one fight so easily. If your teammates were here with you your chances of victory would have been so much better. That is of course assuming Axel hasn't already beaten them."

Yang donned a cheeky smirk of her own before responding. "Well when a beautiful girl asks me that she wants to go some place more private, how could I say no? As for my teammates, well I'm sure they'll be just fine. That Axel guy may be fairly tough but there is no way he's beating Pyrrha."

Coco couldn't help but let out a laugh. "Quite confident aren't you? Well Pyrrha really is quite the troublesome opponent. So I guess I should wrap things up here and go make sure that Axel is handling himself alright."

"Funny I was thinking the same thing. Shame we don't have time for another round. If it's with you I think I could go all night." Yang said in a suggestive tone while giving Coco a single wink.

"If you keep saying things like that I may get too excited and finish early. Well I guess you don't really need to worry about that though since I'm sure we'll have another chance to go at it again later!" Coco retorts as sharpens her fighting stance.

Then Coco broke into sprint heading directly at the blond berserker while emptying the last clip of handgun rounds in Yang's direction. Yang spread out her stance planting herself and held out her gauntlets in front of herself to block the gun fire. After clip was spent Coco discarded the useless firearm and with Yang nearly in range she readied her bladed weapon. Taking her chance Yang started firing back with each round just missing its mark until finally a round hit the ground directly in front of Coco knocking her off balance and nearly tripping her up. Yang then landed two mores rounds into her would be attackers chest sending the gunslinger flying backward and causing her aura to flash violently. Coco tried to fight her way back to her feet but was met with Yang's gauntlet staring her down.

"You give up?" Yang said with a gloating tone.

"Never!" Coco hissed.

"Suit yourself!" Yang shouted before pulling her fist back to take a swing. When she released her fist Coco simply lifted up her open hand to block out Yang's attack. A look of confusion instantly came over Yang's face which remained until she realized the fact that she had run out of rounds again. Coco leaped back to her feet and swung her blade at the stunned berserker. Yang jumped back to avoid it but was soon met by the blade again as Coco threw it at her. She held up her gauntlets to protect against the bladed projectile but, Coco was counting on this. The moment Yang's view became blocked by her own gauntlets Coco slipped in right under Yang's guard and delivered a rock shattering uppercut to the blonds chin. The force of the blow sent Yang flipping backwards in the air before slamming into the muddy soil below. Her aura flared one last time before her wrist band finally turned red and the fight was decided.

"Well that was a thing." Coco jests.

"Hey… That's my… Line." Yang struggled to get out.

Coco let out a loud laugh which lasted until she heard nearby movement. It was hard to make out the distance or numbers with the sound of the storm. So she quickly collects Axel's blade and takes up another fighting stance. After a moment she breathes a sigh of relief when she spots Axel approaching hoisting her weapon over his shoulder. Then another sigh came out only this time it was of annoyance when she noticed that his wristband was flashing red.

"See I told you so!" Yang taunts.

Coco glares at Yang for a moment before turning back around to address her teammate. "You let yourself get beaten?" She inquires as she takes her weapon from Axel and hands him back his own.

Axel gives her an apologetic nod. "I underestimated my opponents. It was a fetal mistake that I won't be making again."

"I hope not! Now get your ass back to base. I'm going to go have a little chat with my old teammate." She states while she inspects her weapon and begins revving it up.


	18. Striking the Hammer

**Notes:** Wow chapter 20 already? I would like to thank everyone for the support so far. It has been a blast writing this work up to this point as well as its spin off Cardin and the Snail Girl. Also sorry for the long delay on this chapter. I have just started a new job so I have been busy with that for the last few days and before that I was sick for about three days. So I couldn't get much writing done. On a side note next chapter should finally rap up this battle and this ark. Things are going to be getting really interesting from here on.

* * *

**Striking the Hammer**

A lone girl hoisting a large gatling-gun is on the move. She cuts through the dense red tree line and into a clearing with red teams base in its center. A smirk appears across her face as she approaches the structure.

She makes her way into the building scanning for any sign of its rabbit eared protector. A shadow jumps between the pillars causing the girl to open fire. The shots rip through the stone structure but hit nothing else. "Where are you hiding Velvet? I know you are here somewhere and I will find you, I always do."

A voice echoed through the building. "Well you were always good at finding my hiding places when I was upset weren't you Coco?" Coco ran around a corner to face the source of the voice. After turning around the corner all she found was a headset lying on the ground. "It's too bad you are not very good at comforting others."

Coco spins around and faces upward to see her friend and teammate Velvet Scarlatina posted on top of a pile of crates. She was grasping a massive weapon of some kind over her shoulder. Its barrel was glowing red and seemed to be charging for an attack."

"What the heck is that think Velv?! That's not your usual weapon?!"

"Well when I heard that your team would be my opponent I thought I would bring something special. I have been working on this beauty in secret for some time now. You will be the first to see just what it can do." Velvet pulled the trigger on the massive device and it released its energy in the form of a red hot leaser blast. It cut into the floor and made its way towards the chocolate girl.

Coco dodged out of the way right as it cut clean through one of the stone and metal pillars. "Why you!" Coco shouted as she spun back around and opened fire.

Velvet quickly leapt from the top of the crates as Coco's rounds ripped them to pieces. She then dunked behind a pillar and began to recharge her weapon. "I am not going to lose this time!" She shouted.

"Glad to hear it Velv. That means this is going to be fun!" Coco shouted.

* * *

"Master Ruin I read two unknown heat signatures approaching from the mouth of the canyon." Spark reported.

"Do you think they are enemies?!" Nora shouted.

Ruin nodded his head and quickly moved over to the cliff side to take his sniping position. It was not long before his targets came into view. The two approaching opponents were a young boy with blond hair and a young woman with long red hair.

Nora quickly dropped down next two him with a pair of his binoculars. "Hey that's Juane and Pyrrha! If they are here does that mean they beat Coco and Axel?!"

Ruin just shrugs in response to Nora's question. He was not sure what the case was but, what he did know was that Pyrrha was not an easy opponent to deal with. He had to take her out while her guard was down. He focuses his sights on the red haired huntress and the blue haired snipers already muffled breath completely disappears as his finger raps around the trigger.

Spark flies down next to Ruin and begins acting as his spotter. "Master Ruin the primary target is approximately one-hundred and two yards away. Wind speed is at sixty-three miles per hour. Our target is currently downwind, only milled adjustments necessary sending data to your scope now.

"Hey what are you two talking about right now?" Nora said with a confused look.

* * *

Pyrrha and Juane make their way out of the damp red tree line into the hard rocky surface of the barren canyon where blue base resides. Once the pair was out of the tree cover and into the open Pyrrha moved out in front. Her their moments slowed to a creep and her head began to swing back and forth scanning the area for the enemy.

"Hey Pyrrha! Pyrrha!" Juane shouted trying to be heard over the storm.

Pyrrha turns her head back to face the panicked blond. "What is it Juane?" She said with an warm smile.

"Was it really ok for us to go after Yang? If its Coco we are talking about she could be in real trouble right?"

Pyrrha continued to smile as she replied. "Yang's a big girl Juane. I am sure she is more than capable of handling herself no matter who her opponent is. Besides all of her hard work in this battle so far would go to waste if we failed to capture are main objective." The pair then continued to advance on the blue base.

"Ya I guess you're right." Juane paused for a moment as he gazes up at the lightning filled sky. "I wonder how Nora is doing."

Pyrrha stops in her tracts again. "That's right Nora does not do well in storms does she?"

"Ya and on top of that Ren is not with her today so I bet she is a complete mess right now. It's good news for our team in this game but. I don't like the idea of Nora suffering while everyone else has fun."

"Ya you and me both…" *Crack* Pyrrha was cut short as a deafening blast erupts from her back side. It was like an explosion but there was no fire only a massive shockwave. Pyrrha is knocked to the ground from the force of the blast.

"Pyrrha!" Juane screamed as he rushed over to see to her. Pyrrha's aura was flickering wildly as it went to work trying to repair the damage to her back. Juane notices fragments from a high caliber round imbedded in her armor around the wound. "Pyrrha are you alright?!"

Pyrrha begins to stir slightly but before she can respond another crack rings out across the canyon. The shot nails Juane in the shoulder blowing off a chunk of his armor plating and causing him to grip his arm in pain. "Ahhhh! Dang that's smarts!"

Pyrrha struggles to return to her feet as Juane spins around with his shield raised in order to protect the both of them from another incoming round. The shot impacts his shield with far more force than he expected and the sound causes his ear drums to pop. Juane loses his balance and stubbles backward almost falling over but. His red haired partner props him back up causing him to turn his head back towards her. "Pyrrha? Are you doing alright?"

"I'm fine Juane, now remain focused! I need you to cover me while I come up with a plan!"

"Right you got it Pyrrha!" Juane shouted as he took another round."

Pyrrha gazes over the canyon scanning for the source of the attack. The sound of the shots was echoing through the entry canyon and was far too distorted to decipher where the shots were coming from. So she watched as the shots impacted Juane's shield again and again. Soon enough she pinpointed the location of the enemy. They were about a football field away perched onto of the canyon walls.

"Juane I have an idea but I will need your assistants!" Pyrrha shouted.

"Great! I will do whatever I can to help!"

A smirk appeared across Pyrrha's face. "Good glad to hear it. I will need this." She said while reaching around Juane to unbuckle and remove his belt.

Juane's eyes widen as his face turns a deep shade of red. As he quickly rushes to prevent his pants from falling off. "Pyrrha what the heck do you need that for!?" He inquires as he turns to face her.

Pyrrha was now holding her spear in hand and seemed to be strapping a round metal object to it using his belt. "Alright here goes nothing!" Pyrrha said as she stepped back and pulled back her arm with the spear in hand. She stepped forward putting her weight into the swing. Right before releasing her grip on the spear she pulls the trigger. The spear fires off a round which propels it across the sky toward the cliff side and the enemy.

* * *

*Crack* *Crack* *Crack*

Ruin fired round after round trying to drop the blond metal shield between him and bronzed amazon behind him. Despite being an old design it was deflecting the armor piercing rounds of his Screaming Banshee surprisingly well.

Ruin began to think to himself. "It must have been made out of thick iron plating or something. Such a design is well suited to slaying large grim with their slow heavy hitting attack patters and would have been a commonly used tool a few dozen years ago but. When the use of dust based weaponry became the norm and the grim began to adapt to our strategies. Our weapons flexibility became their most important feature and this in turned phased out the simpler weapons."

Meanwhile his pink clad partner seemed to having another metal break down. See was desperately fighting the urge to attack her teammate. Her seeing him attacking her friends with his sniper made her protective instincts run wild but. The competitive side of her made her giddy with every shot. Her mind was a maelstrom of complex emotions.

Ruin noticing his partners discomfort pauses for a moment so he can turn to face her. He taps her on the shoulder to get her attention. Once she snapped back to reality and refocused on him, he began to sign to her. "Hey are you alright? If we are going to win this I am going to need your help."

"Ya… I feel a little…" Nora began but was interrupted when a spear flow past the pair planting itself in the cliff side. "Wow that was close! What are you trying to do take my head off Pyrrha!?" Nora shouted as she jumped to her feet shaking her fists in the air.

Ruin looked back at the spear planted in the ground. A small explosive seemed too strapped to the side of it. The explosive had only seconds left before it would go off. Wasting no time he gathered up his sniper as well as his ranting teammate and leapt from the cliff side.

"Ruin what the heck you think you're doing!?" Nora shouted right before the cliff above her erupted in a massive explosion. "Was that a bomb?! Since when did Pyrrha start stealing my thunder?!"

Ruin only rolled his eyes before he pulled a combat knife from his pants and jammed it into the cliff wall to slow their decent. Once they were a few feet off the ground he pressed his feet against the wall to kick off of it. He landed a few feet away from the cliff side and sat Nora down on her feet.

"Wow that was crazy huh Ruin… Ahhhh!" Nora spotted the cliff begin to crack and crumble under its own weight sending large stone fragments tumbling down towards her and her teammate. Nora quickly takes action by drawing her weapon from her back. It is a large silver grenade launcher with a pink chamber in the middle. "Let's do this Magnhild!" Nora shouts as she points her weapon upwards and launches grenades bearing pink heart shaped symbols up into the air at the incoming rubble.

The grenades impact the falling rocks and blow them into pieces but the remaining fragments are still heading toward the pair at a dangerous pace. Ruin motions to Nora to cover her ears while he pulls down his mask. He then looks up and lets out a incredibly loud scream which seems to blow the remaining derby off course.

At that moment Spark flies down next to the pair with Ruins equipment case floating next to him. "I have retrieved your equipment Master Ruin. Are you in need of further assistance?" Spark stated.

Ruin shook his head to indicate no and proceeded to sign him a word of thanks.

Nora looks over at the glowing sphere named spark as well as the box suspended in mid air next to it. Her expression became one of curiosity. "Hey Spark what exactly are you anyway? I don't think I have ever seen a robot like you before."

"I along with Ruin's weapon and much of his other equipment were reverse engendered from Covenant and Forerunner technology for us in.." Spark began before Ruin smacked the glowing sphere with the but of his rifle.

"Covenant? Forerunner? What is he talking about Ruin?"

Ruin shuck his head and began to sign "That was nothing Spark just likes to make up crazy stories."

"Oh I see. Hmm then why did you stop him it sounded like it was going to be an interesting story?!"

A new voice rang out from a few feet in front of them. "Oh I do love stories, I hope we are not interrupting a good one."

Nora and Ruin's gaze jumped forward to see Pyrrha Nikos and Juane Arc standing before them with their weapons in hand.

"What how did they sneak up on us like that?! Spark should have alerted us when they got close…" Ruin thought to himself before realizing that Spark was still rebooting from the hit he gave him a moment ago.

"Wait Pyrrha, how did you get your spear back?! Didn't you throw it on top of the cliff?!" Nora inquired.

Pyrrha chuckled. "I made sure that when my spear landed the explosives would be on the side pointing away from the cliff. So when the bomb went off it sent would send Miló back this way. Though what I didn't count on was that the cliff collapse would distract you long enough me to close the distance. That was a happy accident."

"Pyrrha you little sneak you. I guess that only leaves us one option then!" Nora says as she presses a switch on her weapon which causes the weapon to extend and fold out into the shape of a massive hammer.

Ruin proceeds to shrug and flips his rifle over grabbing hold of the barrel. The long barrel extends even further as the rest of the weapon folds up and begins to emit an electrical charge.

Nora looks over at Ruin's transformed weapon and her eyes become wide. "Wait your weapon is a hammer too?!" Ruin nods. In response Nora grabs Ruin by the shirt and begins to shake him. "Do you know what this means!?" Ruin shakes his head. "It means we are hammer buddies!"

Juane and Pyrrha looked at one another and shrugged. "It's times like this that I really feel sorry for Ren." Juane Said.


	19. The Hammer Falls

**The Hammer Fall**

The sounds of explosions and shockwaves roared through the canyon as the hammer wielding pair of Ruin and Nora launched their attack. Nora while in a full charge spun her weapon in the air before slamming it into the ground in front of her. She hit with enough force to shatter the ground around the impact area and with a pull of the trigger it propelled her into the air. Pyrrha leaped backward out of the way of the blast and spun her spear to transform it into its rifle mode. She quickly took aim and fired at the aerial hammer wielder.

Nora spun and twirled her body in mid air to avoid most of the shots and what few rounds hit their mark were stopped flat by her aura and Ruin's heavy jacket which he had lent her earlier. Nora couldn't help but wonder what the strange clothing was made out of. It was very strong but it felt strange to the touch, unlike anything she had worn before. Once Nora finished her thought she was snapped back to reality by another round flying past her head. "This is it Pyrrha! I am going to take you down!" Nora shouted as she pulled the trigger of her weapon once again launching her back down to the earth below.

Pyrrha quickly raised her shield in an attempt to deflect the attack but. Once the hammer made contact it was clear that the already damaged shield wouldn't be enough. The crack in the shield instantly widened until it covered nearly every inch of the shields surface area. Pyrrha's legs soon gave way as the force of the blow pushed through her arms in down her slender frame.

Pyrrha managed to catch herself on one knee but soon regretted this action once Nora pulled the trigger of her weapon and an explosion erupted in the space between her hammer and Pyrrha's shield. The blast easily blows the fractured shield to pieces and shot the hot bronze fragments in every direction.

"Ahhhhh!" Pyrrha screamed as she was thrown backwards from the force of the blast. Metal fragments scraping by her and cutting through her aura and leaving deep gashes as they pass. Pyrrha pushes herself up off the ground and steadies herself before gazing over at her opponent. Pyrrha chuckles slightly when she notices her opponent had not faired much better. Nora's lower body was riddled with scrapes from the metal shrapnel but. Her upper body was surprisingly untouched. The black and white jacket she was wearing seems to be made out of a very strong material. "Hey Nora where did you get that top it really seems to suit you?"

"It's a loner but I got to say I don't know if he is going to get it back at this rate." Nora said with a grin.

"If you mean in one piece he won't be!" Pyrrha retorted before taking up a fighting stance.

The two charged at each other their weapons hoisted high both ready to end this quickly but were interrupted as the blond boy known as Juane Arc flow past them. They both looked over to see Ruin Rustwhel in a post swing batter stance.

"Sorry Pyrrha he used some kind of strange trick."

Pyrrha looked down to see that Juane's wrist band had turned red. "It's ok Juane but what kind of trick did he use?"

"I am not sure it was like he was in more than one place at a time… Pyrrha behind you!" Juane shouted.

Pyrrha spun around to see Ruin standing directly behind her ready for an attack. "How did he sneak up on me? I didn't hear a sound and I thought he was still over there." Pyrrha thought as she glanced over to were she thought Ruin was standing, and sure enough Ruin was still in the same place and standing in the same position as before. "What how!?" Pyrrha shouted as Ruin's hammer beard down upon her. She used her semblance to change its course and just narrowly avoid it hitting her directly but. When the hammer struck the ground it let out a massive shockwave and a deafening screech that ripped up the ground around her and sent Pyrrha flipping through the air. She landed only a few feet away from Juane with her aura flaring.

"Pyrrha are you ok!?" Juane shouted as he rushed over to help his friend.

Pyrrha waved him off as he approached. "I am fine Juane don't worry." Pyrrha forced herself back up onto her feet. "Besides you are down right now right." She said motioning towards his wrist band. "You need to focus on getting back to base." Juane nodded and made his way back toward the forest. Pyrrha looked over to her opponents who were now approaching her and then back over to the first Ruin who seemed to vanish into thin air. "Could it have been some kind of illusion?" She wondered.

"Looks like this battle is not in your favor is it Pyrrha." Nora said with an evil grin on her face.

"I am use to dealing with more than one opponent Nora. Just one extra person will not be enough to…" Pyrrha was cut short as she spots a familiar figure step out from behind the pair of hammer wielders.

The figure stepped up beside Ruin and placed a hand on his shoulder. "Good work Ruin as reliable as always I see!"

"Axel you're alright?! Where have you been?!" Nora shouted in excitement.

"Just visiting the base to respawn and I figured while I was in there I would do some repairs to my shield and stock up on materials." Axel says motioning to his green colored wristband and his shield.

"Oh… What kind of materials did you get?" Nora inquires.

"Well I got some of this." Axel says as he reaches into his pocket and pulls out a bronze plate. His aura then flares up as his skin changes to match it. "So then miss Nikos shale we continue where we left off?"

Pyrrha's eyes scan back and forth between her three opponents. "Well…" She says rubbing the back of her head. "I think I will pass for now!" She shouts as she books it back toward the forest.

"After her!" Axel shouts causing both Nora and Ruin to nod and give chase.

As Pyrrha makes her way into the tree cover she soon catches up to her blond companion Juane. "Pyrrha what are you doing here!?" He inquires with a confused expression.

"Hello again things got a little bit bad back there so I am making a tactical retreat!" Once she finishes speaking both of them have to dive to avoid getting hit by flying grenades.

* * *

"Give it up Velv how many shots has that been now four? You can't have much gas left in the tank." Coco gloated as she scanned her weapon back and forth through the seemingly empty structure that made up red base.

Velvet found herself behind a nearby pillar trying to calm herself down and wait for her next chance to strike. She looked down at her weapon and the energy levels were indeed in the red. It was a powerful weapon but never meant for extended use, so she would have to make the next shot count no matter what.

"Hey you need a hand there Velvet?" A voice whispered from beside her. Causing Velvet to nearly jump out of her skin and scream but. Her mouth was quickly clamp shut by a hand attached to a muscular female arm. "Relax and be quite it's just me Yang." The girl whispered with a finger placed over her lips.

Velvet mumbled something incomprehensible into Yang's hand which told her it was time to let go of the girl's mouth. "What was that Velvet I couldn't quite make it out?"

"I asked what are you doing here I thought you were out fighting with Jaune and Pyrrha?"

"Well I kind of had a bad run in with Coco over there and I had to come back here to reset. Now I think it's about time for some pay back. What do you say Velvet you want to do this?"

"Yes!" Velvet said a little louder than she should have causing Coco to spin around in place and take aim on her location.

"There you are my little bunny!" Coco opens fire on the pillar ripping away stone and piercing through the metal frame underneath. Velvet leaps to the side away from the pillar and towards the next one which Coco follows soon after. Once Velvet made it behind the second pillar and out of Coco's line of sight she took a moment to Signal Yang to go around and flank. Yang nodded and began to quickly and as quietly as possible move around in the opposite direction.

"You will have to do better than that!" Velvet taunted as she dunked under another volley of bullets and behind another pillar on the opposite side of the room from where her and Yang had spoken.

"You won't be able to hide forever!" Coco shouted as her rounds began to shred the pillar to pieces.

Velvet began to charge up her weapon once again. Once it was nearly fully charged she opened her mouth wide and shouted. "Yang, do it now!"

"You got it!" Yang shouted as she leaped out from behind Coco and pulled back her fist for an uppercut.

"What!?" Coco shouted right before Yang's fist made contact with her chin and with a click Yang's gauntlets fired off a round blasting Coco several feet into the air.

At that moment Velvet jumped out from behind her cover and took aim at her air born ex-leader and unleashed all the remaining energy her weapon had to offer. The blast struck Coco in the chest and her aura flared violently as she tried to focus it on the area of impact but was not able to withstand its force and she was pushed backward through the air and then through the stone ceiling of the base.

Yang walked over to Velvet and gazed up at the gaping hole that was now in their roof. "Do you think we got her?" Yang asked jokingly.

"Got her? I think we may have over done it a bit. Maybe we should go check on her."

"Na its Coco we are talking about, she will be fine. A little… or maybe very angry but fine." Yang said waving her off. "Now then onto the next order of business, which is figuring out what are next order of business is."

"I don't think that will be a problem Yang." Velvet said staring out of the base from a hole in the wall.

"Why is that Velvet?" Yang inquires.

"Well I think are next opponent's are already on their way here." She says motion for Yang to look. Yang takes a peek out the hole to see Juane and Pyrrha running toward the base with the other three members of the opposing team hot on their trail. She also notices that they only seem to be targeting Pyrrha which seems strange until she sees the red glow of Juane's wrist band. "Oh ya I guess your right. Battle stations!" Yang shouts in a panic.

Both Yang and Velvet jump out from inside the base and charge at the approaching enemies. "Pyrrha hold on we're coming!" Yang shouts.

Axel is leading the charge with his shield help up like a battering ram. Ruin, Nora, and Spark are directly behind him following in a single file line. Ruin is directly in front of Nora and turns back to look at the pink hammer wielder and he begins to sign. "The storm is dying down a bit are you feeling better now?"

"Ya I am feeling great and I am ready to finish this!" She declares.

"Great that means you will not need this anymore." Ruin signs right before snatching his jacket back off of the un-expecting huntress.

"Hey what's the deal stingy!?"

Ruin ignores her ranting and slips it back over himself before pressing a button on his scroll. After a second his jacket and pants release an aura like glow and he seems to vanish completely.

"What?! Ruin where did you go!?" Nora shouts looking back and forth rapidly.

Axel looks back for a moment to see what is going on. "Oh did Ruin pull his disappearing act again? Don't worry about it. I am sure he is still around here somewhere."

Once Pyrrha is close to her fellow teammates she spins around and readies herself for battle. As Juane runs past, Velvet grabs hold of him and forces her weapon into his arms. "Here take this. There should be a recharge station in the respawn room. Make sure it finds its way there, we will need it later!" Juane nods and quickly makes his way back toward the base.

The three on three battle between the red and blue teams quickly kicked off as Nora pulled out her weapon and began raining grenades down on the battlefield. "I got it!" Yang shouted as she began throwing punches into the air and firing off an explosive round from her gauntlets each time. The rounds collided with the incoming grenades in mid air causing clouds of pink and yellow dust to mist over them.

The rain and the wind had lessened greatly over the last few minutes but the soil was still feeling the effect. The grass was slick and the mud was like quicksand. Axel had battled in worse but it didn't make it any more ideal for his heavy metal form. He had to extend the metal coating to his feet to create cleats.

Axel charged strait at the red haired amazon that had bested him earlier that day in hope to gain some redemption but. Pyrrha had no intention of going down without a fight no matter how low her aura had become throughout the last few encounters. As Axel came into striking range he extended the stainless steel blades of his shield and throws himself forward with all he had. He hoped that the momentum would be enough to overcome Pyrrha's semblance.

Which was a sound plan since even if Pyrrha deflected the shield away; she couldn't stop the momentum of such a heavy mass without applying direct control over it. So she decided to use that momentum against him and directed the blades into the ground below catching on the soil and causing him to flip over it. The violent motion nearly jerked his arm out of its socket. And it likely would have if the ground had not been softer from the rain.

"Ahhhh!" After landing Axel grabbed onto his arm in pain but only had enough time to adjust it before Pyrrha began her counter attack. She switched her weapon into spear mode and started stabbing the air around were Axel use to be only moments earlier each time and the time in between continued to get shorted and shorted until the blade found its way into Axel's chest for the second time that day. Only this time Axel began to chuckle.

"What's so funny Axel?" Pyrrha inquired.

"Well I was just thinking you really are a great warrior it's a shame this is a team game. I would love to have a real one on one battle with you."

"Oh does this not count as a one on one battle then?" Pyrrha said gloatingly.

"Well no I don't think he feels that way." Axel said pointing behind her.

Pyrrha's eyes widen as she spins around expecting Ruin to jump out at her again but there was nothing. "What are you talking about there is…" Pyrrha begins as she turns back around. The space behind her begins to warp and flicker as the figure of Ruin appears and he swings his weapon into the side of the amazon. The hammer releases another massive ear retching shockwave that sends her flying into the air and over the tree line.

Ruin looks down at Axel and offers him a hand up. "You know I don't know where you got toys of yours from but I don't think they are standard issue." Axel reaches up and expects Ruins offer. "Now then let's do this!" With the problem case out of the way Axel's skin quickly returns to its usual steely appearance.

Velvet and Yang were already locked in close range combat with Nora. Not out of choice because most would rather avoid getting in range of her destructive hammer but out of lack of options. Velvet only had her hands to fight with and Yang was always more of a hand to hand fighter to start with. Velvet was naturally agile thanks to her faunus heritage but. She was also very well train the martial arts so holding her own was not a problem. The problem came with Nora's over whelming physical strength. One hit from her hammer would normally be enough to put you down and that was exactly what she was aiming for.

"I will go high you go low!" Velvet shouted at Yang as she leaped into the air and began a dive kick. Nora turned her hammer sideways to block the incoming kick but it left her open for a punch to the gut from Yang.

"Ouch!" Nora screamed as she was sent backward. Nora quickly planted her feet and readied to charge back in. "Now I am really mad!" She slammed her hammer into the ground in front of her and was sent flying into the air.

"Velvet give me a leg up!" Yang shouted as she made her way over to the rabbit faunus. Velvet quickly flipped back onto her hands as Yang jumped onto of Velvets legs before Velvet trust her legs upward throwing Yang into the air directly at the pink hammer wielder.

"What!?" Nora shouted before colliding with the blond bombshell and being pulled into body slam. After hitting the ground Yang quickly mounted the red head and started to wail on her. Yang just kept throwing punch after punch. Until finally a shield slammed into Yang's side throwing her off of Nora.

The shield wielder Axel then hoisted Nora up onto her feet and pointed the bottom of his shield toward the two opposing girls in front of him. "Oh no Velvet look out!" Yang shouted right before Axel polled the trigger and blasted the ground in between them. Both Velvet and Yang were blown backward and landed in heaps across the battlefield.

"Did we win?" Nora inquires.

"Not yet but Ruin should be taking care of that."

* * *

Ruin has made his way into the base using his cloaking devise and has located the enemy flag. He quickly disengages his cloak and grabs hold of it, hoisting it up in the air.

"Well done Master Ruin, with this your team will soon be victorious!" Spark says.

A voice rings out from the corner of the room. "Not so fast! This is not over yet!" Ruin turns to see Juane Arc wielding a large energy weapon of some kind. The weapon begins to charge up for a shot. "Now I am going to take you down!" Juane pulls what he thinks is the trigger but nothing seems to happen. "Huh what I was so sure that you…"

Ruin and Spark glance at each other and Ruin shrugs before booking it towards the exit with the flag in hand. "Hey get back here! We are not done yet!" Jaune begins to fiddle with it even more until finally it discharges knocking the un-prepared huntsman off his feet and causing the blast go off course slicing through the roof. As soon as Ruin makes it out of the building the whole ceiling collapses and the structure completely crumbles under it's weight.

"Oh my god! Is Juane alright!?" Nora shouts as she and Axel make their way over to Ruin.

"I'm ok just hurt a lot!" Juane shouts from inside rubble.

Ruin gestures to Spark to help dig the boy out and quickly makes his way back towards their base. On the way he passed a very angry Coco who seemed to be complaining to a some what depressed Pyrrha for falling onto of her when she was taking a nap. After a few more minutes he finally arrives at blue base and plants the fag ending the second round of the games.

After the groups had returned they were informed that the rest of the games had been put on indefinite hiatus until repairs could be made to the destroyed red base. This netted Juane a couple of dirty looks from the finalists as well as a few less menacing chuckles from everyone else.

* * *

A young female figure sat alone in a dark poorly lit room lined with bookcases. She her eyes sealed shut and her fingers ran through a book placed on her lap with vigorous speed. The title on the spine read King Arthur &amp; and the Black Beast.

*Knock* *Knock* *Knock*

The woman's brows furrow in annoyance. "Yes who is it!? I just returned home after a long time, I thought I made it clear that I didn't want to be bothered today!"

A soft almost ghost like voice came through the door. "It's me Mistress Pyra I have news about our future."

The woman sighed before putting a bookmark into the fold of the book and placing it aside. "Very well Alas come in."

The doors swung open to reveal a rabbit faunus girl. Her hair was as white as snow and her skin was pale like a ghosts. Her eyes were bright red and seemed to glow in darkness of the room. Finally her dress was as dark as night. She griped a silver pocket watch in one hand and seemed to be focused on checking it. She quickly closed the case and turned to face the bat faunus before her. "Sorry I am late Mistress. It's time for us to make our move."

A smile appeared across the face of the bat faunus. "No rest for the wicked I suppose? Very well." She then sat up from her chair and walked over to a near by bookcase and reached a book on the shelf and pulled it out, causing the book case to slide open revealing a stair case leading downward into darkness. "Now come on Alas there is much work to do." She said as she placed a black grimm mask over her face and proceeded down the steps.

The rabbit faunus also quickly dawned a black grimm mask and followed the woman down the steps right before the bookcase sealed up once again.


	20. The Curse of the Snail

**Notes: **If you are confused at all by this chapter reading some of Cardin and the Snail Girl may help clear things up. Namely chapter two.

* * *

**Curse of the Snail**

**George Bolt**

**Journal entry 104** \- It has been several days since the big capture the flag event ended. Everyone thought it was a shame we didn't get to play out the whole thing but what can you do right? As for what I have been up to? Well it is a beautiful morning today so my team and I have decided it would be a good opportunity to get out and get some real training done before classes begin. With how busy we have been it's hard to believe we have only been here at Beacon for about a week. On a side note my faunus serum seems to have finally run it's course. My scales have begun to shed and my nails and teeth are growing duller. My eyes and ears have not yet reverted but I feel it is only a matter of time. I will need to look into strengthening the effect. Anyway no more writing it's time for this mighty and handsome hero to go fight some monsters, find some secrets, and scout out some ladies.

"Hey George what are you up to over here?!"

George looked up from his seat under a red colored tree to see his short brown haired monkey of a teammate Ember looking down at him. Her bright amber eyes seemed to burn right through him. "Oh just writing in my journal I have been so busy lately I haven't gotten the chance lately."

"You know you're the one who dragged us out of bed for this? You could at least join in!"

"Ya, ya I am done writing anyway." George quickly got up off the ground and dusted himself off. Once on his feet he noticed Penny and Ruin approaching. "Hey you two find any grimm?"

"Negative." Penny responded while Ruin only shook his head. "It seems that there aren't any grimm around today. My records state that they are attracted to negativity so maybe the nice day has just put everyone in to good of a mood."

"Your father is the expert in this subject right? What do you think about this George?" Ember inquired.

"Hmm, well I want you to bare in mind that I am not my father but. I do know that grimm are indeed attracted to negativity. With that said they are not known to be repelled by positivity so it wouldn't explain why they have all up and disappeared. I may have to ask my father about this directly." George looks around for a moment and notices a missing head. "Hey where is Axel at right now?" George inquires.

"Oh it seems a lot of other teams had the same idea we had and were out looking for some grimm. Axel went to ask them if they had any luck." Penny replied.

"Well I guess we will just have to wait for him to get back then. Hey you guys hungry? I made sure to bring a lot of extra food with me just in case." George said as he pulled out a large basket from behind the tree.

"That is very nice of you George! I wish I could eat some but can't."

"It's cool Penny we all know the deal. What about the two of you? My appetite has been low lately so there is no way I can eat all of this by myself." George said motioning toward Ember and Ruin.

Both Ruin and Ember looked at each other before shrugging and moving over to George as he pulls out a checkered blanket and rolls it out on the grass. "Gees George you would think this was a date or something." Ember said while chuckling and pulling a sandwich from the basket.

"Oh what if I said it was?" George said moving closer to Ember.

"Oh my I didn't know you felt that way about Ruin!" Ember said mockingly while faking a gasp.

*Bang*

"Ouch!" Ember screamed as she grabs her head. She quickly looks behind her to see an annoyed Ruin standing over her. "Gees it was just a joke! You need to stop being so touchy jerk!"

Penny just sat quietly watching and smiling. She couldn't help but enjoy herself right now. It was hard for her to believe she didn't even know the members of team GEAR for more than a month but. They were already so important to her. They were just as important as her friends in team RWBY as well as Beacon Academy itself. She felt like she found the place she belonged. She had something like a home already but this was something different. She didn't really have enough data to say what the difference was but she just knew.

George, Ember, and Ruin continued to eat and before long it seemed like George really had taken a bit too much food with him. He began to wonder what he was going to do with the rest of it until finally a group of eight people he recognized as fellow students were lead toward them by Axel.

The moment the group came into view Penny jumped up and ran over to greet them. "Axel welcome back! Did you have any luck finding grimm?"

"No it would appear there aren't any in this area. I confirmed this with the others here." Axel said while motion to the other seven people with him.

Penny turned slightly to see Ruby and her fellow teammates Weiss, Blake, and Yang all beside her. Penny quickly ran over to Ruby. "Ruby it's good to see you!" Weiss and Blake seemed to jump slightly when she approached. "Oh I am being rude aren't I? It is good to see all of you again." She continued while taking a small bow to the rest of team RWBY.

Yang notices her teammate's discomfort and decides to lighten the mood. "Oh you don't need to worry about those two. They are still a little embarrassed by that thrashing you gave them the other day." She said while chuckling.

Weiss's face quickly turned a deep shade of red before she pulled her blond haired teammate into a choke hold. "Yang what have I told you about saying unnecessary things!?"

"Oh you want to fight huh!" Yang shouted before bucking Weiss off of her. Causing Weiss to tumble backward and fall on top of Blake. Both proceeded to get annoyed at the blond berserker and charge her.

"Gees break it up you guys!" Ruby yells as she jumps in between them. "Do we really want to fight right now your being rude you know!?"

A hearty chuckle cuts through the air as a violet haired girl dress in heavy plate armor walks up to them. "I see Yang acts that way with everyone. Though personally I don't think she was being rude. We came out her to train and since we couldn't find any grimm maybe a good sparing match is just what we need."

Penny leaned over to Ruby and began speaking. "Umm is she a friend of yours Ruby? I have not met her before."

"Well no not really she is a fiend of my sister from before we came to Beacon. If I recall she ditched me on the first day to go hand out with her and a few others!" Ruby said spitefully earning only a whistle from Yang.

"Oh I am very sorry now I am the one being rude it seems. I forgot to introduce myself. I am Ursula Andress I am a member of team CRUS and these two over here are my teammates." The girl then motions towards a pair of girls behind her one with shout dark spiky hair with green highlights. Her ears are riddled with piercings and she is dressed in dark clothing with a green tattered cloak covering her back. The other girl had long blond hair held back by a pair of up turned goggles and she had a large tool belt hanging around her waist. She dressed in a white dress with a lab coat worn over it. "The black one is Robin and the white one is Sophia."

Penny seemed to light up and ran over to shake each of their hands. "It's a pleasure to meet you! Beacon is such a great place, it seems like I meet new and interesting people every day." Penny stopped for a moment as she examined the group. "Hey why is it just the three of you? Where is your leader the one with a C in their name?"

"What you mean the Snail Girl? That girl is completely hopeless I swear! I don't think I have ever seen her put work into anything. Can you believe we spent half an hour this morning trying to get her to wake up?" Robin responded.

A confused look came over Penny's face. "Snail Girl? Hopeless? Why couldn't you wake her up?"

Ruby touched Penny on the shoulder to get her attention. "You don't need to worry about it Penny just know that if you see a snail faunus with messy brown hair stay clear."

"Ya that's right and if she gets to close to you just hit her with some salt, that tends to drive her off for a while!" Yang continued.

"What? Why would I want to do something like that? It seems kind of mean."

"Trust us on this one my dear that girl is unbearable and once she takes a liking to you there is no escape." Ursula added.

"Ya but lucky for us it seems she has found a new victim as of late. A first year boy by the name of Cardin I believe." Sophia added.

"Really?! I almost feel sorry for the guy, almost." Yang said before bursting into laughter. She continued to chuckle until a familiar voice cut in.

"Umm pardon me but I couldn't help but over hear would you happen to mean Cardin Winchester?" George inquires.

"Yes I do believe that is correct. Why do you ask?" Sophia responded.

"George over there put him in the hospital about a week ago. We heard he was released so I guess he has been worried about some possible revenge." Axel responded.

"What no, I was… Just concerned for his well being is all." George retorts. "Anyway are you lovely ladies hungry we have a lot of extra food to go around?"

"Did somebody say food!?" Ursula shouted before seeming to vanish and reappear next to the basket of food. "Don't mind if I do!"

"Wow she seems to be… A spirited eater." George stated.

"Ya we would like to apologize for Ursy. She is a bigger glutton than her size would indicate." Sophia said.

Robin gripped the bridge of her nose in a mix of disgust and irritation. "I don't even know were she puts it all. I mean it has to be going to her chest right? That lucky bitc.."

Robin was interrupted by a sudden confession from Penny. "I have to emit I am kind of jealous of her." Penny could help but think Ursula looked so happy while eating. It really made her wish she had taste buds.

Robin quickly looked down at the robots small chest and proceeded to pat her on the back. "Don't worry kid they will get bigger!"

"Huh what do you mean?" Penny was ignored as everyone began to move towards the food in hopes there would be something left.

* * *

After that the group continued to eat and chat with one another for awhile before they began sparing. Before they realized it, it was time to pack it up and head for classes. The rest of the day went by rather uneventfully for most of them. At least until launch time rolled around and the group reconvened in the cafeteria.

The Cafeteria was pact and trying to get seats for 12 people at a single table was next to impossible luckily Jaune's unpopularity from the recent capture the flag game had not worn down yet so team JRNP managed to lock down a team all by themselves. Unfortunately this table only had just enough seats and one of the seats as Nora calls it was the dreaded curst seat of unspeakable horror's aka the Snail Girl's usual seat.

"What do we do about this Ren!?" We may need somebody to sacrifice themselves! But who do we need to draw straws?" Nora shouted.

"Maybe one of us could just stand." Yang suggested.

Then Penny and the members of team GEAR finally arrived at the table that they had snagged for them. "Hey you guys its good to see you all again." She said right before plopping down right on the forbidden seat.

"Penny do you have any idea what you have just done!?" Nora shouted.

"I sat down?" Penny said in a confused tone.

"You are toying with forces you can't comprehend Penny! The Snail Girl knows she always knows and now she will haunt you!"

"Don't worry about it dear it's just superstition." Ursula said while chuckling. "By the way Yang me and Coco were thinking of heading out to do some shopping tonight want to come with?"

"I will have to think on it. It has been a rough day for me. After school gets out I think I will take a nice long shower and see how I feel after that."

"Fair enough just let me know wha…" Ursula was interrupted by the alarm on her scroll. "Oh no that dirty… Sorry guys I have to head back to the dorm room real fast see you later!" Ursula then dashed off.

"I wonder what that was about." Nora said.

"Maybe it's that time of the month." Robin retorted.

The conversation spun out of control after that point with Penny becoming more and more confused as to what the group was talking about but. Over all she counts it as a very fun experience.

* * *

After lunch they all returned to class and the day past by quickly. After classes got out team GEAR had nothing better to do than to head back to their dorm and get some well deserved rest but. George couldn't let it be that simple.

"Hey guys see who can get back to the dorm fastest?!" George said in a challenging tone.

"Axel the brain dead monkey is talking stupid again." Ember said mockingly.

"Oh come on it will be fun wont it!?" George continued. "What about you Ruin don't you want a challenge?"

Ruin only shook his head.

"Is it really necessary for you to turn everything into a competition George?" Axel inquired.

"Hey what's the point of having these faunus power ups if I don't use them right? How about you Penny dear are you up for a race?"

"Sure George it sounds like fun! I warn you I won't go easy."

"Alright that's the spirit don't worry though I won't go down without a fight!"

The pair quickly got into a starting position while Ember acted as the starting signal. "3…2..1…Go!" The moment the words came out of her mouth Penny seemed to vanish leaving George completely stunned for a moment.  
"Oh no you don't!" George yelled as he sprinted after her.

* * *

Penny's speed proved to much even for Georges quick feet and she soon found herself alone and nearly at the dorms. Just one more turn and she would be at the front door. As Penny came around the corner she grinned to a halt as a female figure came into view. She to tried at least but the two collided and quickly toppled over.

"Oh my I am so sorry are you ok miss?" Penny said as she offered a hand to the downed girl in front of her.

The girl quickly got to her feet seeming to ignore Penny's offer to help her. The girl was dress mostly in red and was dressed up very nicely. She had brown permed hair with antennas extending from it. The girl than began to glare at Penny with a look of angry confusion. "Who are you?! How did you sneak up on me?! Why can't I seem to read your… No never mind."

"Umm are you ok? You didn't hit your head did you?"

"I will be just fine thank you, it will take more than that to take me out." The girl said chuckling before extending her hand. "It's Cail by the way. What is your name?"

"Oh It's a pleasure to meet you my name is Penny." She said while she grabs hold of the girls hand. When their hands made contact Cail's expression seemed to become even more confused before she pulled away.

"What are… Oh whatever I don't have time for this I am going to be late!" The girl proceeded to run off towards the schools air docking area.

While Penny watched as the girl ran off. "That Cail girl was a very strange person but she seemed nice. I will be sure to record that name in my memory banks."

* * *

The girl named Cail found her self looking down at her hand like it was an unknown object. "Why didn't it work? It has never failed like that before. I will have to remember that Penny girl she could become a problem in the future."


	21. Heart of Iron

**Notes: **Sorry for the wait on this one. I had a harder time with this chapter than I thought I would and I decided to break from my normal release order a bit. So I ended up doing Cardin and the Snail Girl chapter 7 first. Which if you have not check out that series at all yet you may want to. Anyway please enjoy and please feel free to leave a review. I don't mind criticism and hearing what my fans like helps keep me motivated and on the right track.

* * *

**Heart of Iron**

A boy awakes in an unfamiliar yet some how familiar place. He knows he has not been here before but it feels as if he has. What is this feeling he is feeling is it perhaps déjà vu? He looks around in an attempt gain some answers to these questions. Everything is hazy and he feels as if his head is spinning. He is in a hallway and he seems to be lying down on a stretcher of some kind. His surroundings are bright white and dark blue. It feels like its ether the inside of a hospital or a military base. The people rushing by him in white lab coats and blue scrubs would support this theory. Everyone seems like they are in a panic, perhaps there was a major accident of some kind he thought.

The boy was more aware now but everything still seemed hazy. He began to notice strange things. He could hear the sound of children screaming and adults shouting at each other. He began to wonder why he was there. "Am I injured?" He wondered as he looked down at himself. He didn't see any wounds but what he did notice was just as shocking. Both of his arms and legs were strapped down to the stretcher. "Way am I restrained?!" He wondered.

It was not long before he got his answer as he heard the screaming go silent. The shouting followed soon after, only to pick back up again. "Damn it not another failure! Ironwood will have our heads if we can't produce results soon!" He heard a man shout.

The voice of a woman could be heard soon after. "Should we scrap the augmentation project for now and try again after we do more research?" The women inquired.

"No we can't afford any more delays! Bring in the next subject!"

"Yes right away sir!" The women said before she appeared from the room and entered the hallway. She was dressed in scrubs and a lab coat like the people he had seen earlier and she began to wheel the boy's stretcher towards the source of the earlier screams and shouts. On the way into the room the boy spotted another identical looking stretcher being taken away. At one point he was sure that the motionless mass of meat and blood that now laid on that stretcher use to be just like him. Not just a boy in a similar situation but just like him.

The boy was now surrounded by doctors and surgical equipment. He some how knew what was about to happen. He tried to shake him self free but his body wouldn't respond, he tried to scream but his mouth wouldn't open. "Don't worry kid we will make you big and strong so just relax and it will be over soon."

* * *

"No…. No!...Nooooooooooooo!" Axel shouted as he shot up out of his bed in a gold sweat. He then covered his face with his hands. "That dream again why can't I forget about that day?"

"Axel, are you alright?" A small almost frightened voice said.

Axel removed his hands from his face and spun his head to face the source of the voice. "Penny?" Axel glanced around and noticed it was still in the dead of night. "Are you already done charging?"

"No I am only about half charged but I was reactivated when I picked up your irregular heartbeat. Your sweat glands also seem to be malfunctioning, what is happening to you Axel?" Penny inquired with worry clear on her face.

"It was nothing, just a bad dream."

"A bad dream? You mean like a nightmare?" Penny inquired.

Axel looked surprised for a moment. "You know of nightmares Penny?"

"Yes Ruby has told me about them. She once told me that dreams are normally strange and confusing but. Nightmares are very dark and scary. Like all your weapon systems malfunctioning at once in a live combat situation."

"Ya I guess that would be a Nightmare alright." Axel said with a chuckle.

Penny began to smile as she noticed his heart rate returning to normal levels. "Hey Axel, what was your nightmare like?"

"Huh why would you want to know that?"

"Ruby said that everyone's dreams are a little bit different. I was just wondering what your dreams were like."

Axel broke eye contact with Penny and he put on an almost statue like expression. "It was a dream about the past. It doesn't really matter anymore." Axel then slipped out of bed and made his way to his dresser. He then began change into his combat gear.

"Axel, why are you equipping your armor? My sensors show no hostiles in the immediate area and your sleep cycle is scheduled for another 4 hours and 43 minutes."

"Not tiered, I think I will go work off some energy in the training room."

"Oh mind if I assist you in your training exercise?" Penny inquires.

Axel glances at Penny with a confused expression. "Shouldn't you be recharging?"

Penny begins to smile. "Shouldn't you be sleeping?"

Axel chuckles at this. "Fair enough I guess I could use a sparing partner anyway, go gear up."

Penny jumps for joy. "Sensational!"

* * *

The pair made their way to the training room and entered one of the many sparring arenas. The arenas were large and had hard wooden surface and a concrete slab underneath. They were designed to be durable.

After entering the arena Axel removed Silent Knight from his back and placed it aside and drew a long double edge sword from his back and took a combat stance. "Are you ready Penny?"

A look of confusion came over Penny. "I am combat ready but are you not using your weapon Axel?"

"I normally don't use Silent Knight when I am sparing. It is designed with defense and demolition in mind. So it is very useful in a support position but not ideal in a one on one battle."

"I see, so why the long sword? Surely there is a more effective alterative?"

"One of my brothers preferred this type of weapon. Since I use to train with him often I guess I just became a custom to using it." Axel replied as his expression began to become solemn.

"You have brothers Axel? I must emit I am a bit jealous of Ruby and Yang's relationship having siblings just seems so nice."

"Ya, it's nice to have family. With that said my brothers and I were a bit different than most but. That's a story for another time." Axel then rushed at Penny with his blade drawn.

Penny was unsure what Axel had meant but had no time to dwell on it as he quickly approached her. She opened up her back panel and released two of her blades and griping them in an x formation above her head. Axel's sword came down on the blades with enough force to crack the arena floor beneath Penny's feet but. It did little to faze the synthetic girl herself.

Penny pushed forward off the ground and forced Axel backward throwing him off balance. Penny flipped through the air and landed behind him readying a strike to his back. She thrust her blades forward but before she maked contact, Axel's aura flickers and his skin hardens like steel. The blades crack the surface of his metallic skin but fail to punch through.

Axel uses the force of the blow to spin his body in place and bring his blade around. The blade is level with Penny's waist and is poised to slice her in half but. Penny brings her knee up and her elbow back to pin the blade in between the two limbs. A move like that would be considered crazy for somebody made of flesh and bone to attempt against a bladed weapon. Penny spins around on one foot to yank the sword out of Axel's hands causing it to fly across the arena.

"You are disarmed Axel do you use to concede?" Penny inquires with a proud smile.

"I may not have a weapon but still have two perfectly good arms right here Penny." He said as he took a boxing stance.

Penny smiled and returned her swords to her back panel. "I shall now engage in hand to hand combat!"

They both charged one another Axel opened up with a wide right hook aimed at Penny's head. Penny dodged under the punch and delivered a savage upper cut to Axel's chest. He fell back for a moment but returned to the fight with a whirlwind kick but Penny again blocked and grabbed him out of mid air and throws him across the arena. Axel flipped in the air and landed back on his feet. He then charged Penny again Penny reached out her left hand and with the palm of her hand she stopped the in coming punch in its tracks. Axel countered by reaching out with his left and grabbing hold of Penny's arm with both hands. He focused his aura into his arms to increase his strength and lifted her up over his head before slamming her into the ground.

"That was an excellent throw Axel! Now it's my turn!" Penny said before leaping back up and delivering a spin kick to the side of Axel's head. The blow sent him wheeling backward and left him dazed. Before he could recover Penny had rapped her arms around his waist and tackled him to the ground. Now on top of him she began to pelt him with punch after punch. Axel pulled his arms up in front of his face to withstand the blows but the steel coating was beginning to crack and his aura was draining fast he needed a distraction.

"You know Penny many people would get the wrong idea about our relationship if they seen us like this."

"What do you mean Axel?"

"Well from my understanding there is normally only one reason for a man and a woman to be alone and on top of each other in the middle of the night. Yang has likely talked to you about it before right?"

Understanding came over Penny and her systems quickly began to over heat for some reason. Her attacks became unfocused allowing Axel to block one of Penny's punches and hold onto her arm tightly while he moved his head out of the way of her other arm. Penny punched the ground shattering wooden flooring and getting it stuck. With his free hand Axel reached over to his arm mounted scroll and pressed a button. Suddenly Silent Knight rocket towards the synthetic girl and plowed into her side knocking her off of the iron boy.

"I thought you weren't going to use Silent Knight!? And what was that talk about a moment ago it was playing dirty." Penny protested.

"I just said it was not well suited for one on one combat but. I never said I couldn't use it. You should let this be a lessen for you. You should be ready for everything on the battlefield Penny."

"I will remember that Axel. I won't hold back next time."

"Good I will be waitin…" Axel was interrupted by the sound of his scroll going off. He took a moment to see who was contacting him and his eyes widened when he seen the message.

"Who is it Axel? Is something wrong?" Penny inquired.

"It's a message from General Ironwood. He says he is come in the morning to pick us up. We have an emergency mission and he needs all hands on deck."

"Emergency mission, what could be going on!?"

"I don't know but we have are orders. Penny I need you to return to the room and begin your recharging I will fill in the rest of the team and begin preparing."

"Understood!" Penny said while giving a salute and rushing off.

* * *

Ironwoods ship flies high in the air above a burning and crumbling structure. The building was once a military factory, now nothing more than a expensive pile of ashes. General Ironwood over looks the wreckage with a steely glare, anger and frustration practically printed on his features.

A soldier walks into the command deck from behind the general and begins to speak. "General Sir the scout team has returned from surveying the factory. Would you like a damage report?"

"That will be quite alright soldier I can tell that much from here. How many attacks does this make now soldier?"

"This is the fourth attack in the last two days Sir."

"Was this attack the same as the others?"

"Yes Sir all the attacks have been carried out by a splinter group of the White Fang. Think they are calling themselves the Black Wings."

"And is it true what I have been reading in the reports? Are they really using those beasts?"

"Yes Sir we have confirmed that they are commanding them some how. We didn't think it was possible until now."

"Thank you solider you are dismissed."

"Sir yes Sir!" The soldier gives a salute before exiting the room.

"These bustards want a war then fine I will give them one!"

* * *

**Notes: **Ya a big reason for this chapter was that I needed to fit some of Axel's back story in some place and I realized that Penny and him haven't had much time together lately.


	22. The Vanishing Cat

**Notes:** Forgive the long wait on this one I have been swamped with work lately and this one needed a fair amount of rewriting until I was happy with it. Good news is this is one of the longer chapters at least.

* * *

**The Vanishing Cat**

Soon after Penny had completed charging and rebooted. She noticed that her team was in the middle of preparing their combat gear. Ember seemed to be mixing dust for use in her rockets, Ruin seemed to have just finished cleaning his weapon and started breaking it down to load into a large box, George and Axel seemed to already be done preparing and were locked in a discussion about the upcoming mission.

Penny rose from the in which she shared with Ember stealing a glance from her team as she lifted herself off the bed. "You finished charging Penny?" Axel inquires.

"Affirmative, I am fully charged and all systems are behaving normally."

"Excellent General Ironwood has already dispatched a high speed transport ship to pick us up."

"Has he given us anymore information on the upcoming mission?" Penny inquires.

Axel shakes his head. "It seems this mission is too sensitive to discuss here. So we won't know the details until we meet him in person."

"I am really tiered of this military secrecy crap! Dragging us out of school out of no where and won't even tell us what we are getting into! How do they expect me to know what attachments I should bring if I don't know what we are doing?!" Ember yelled in annoyance.

"Ember it is not our place to question our orders! Besides we should be prepared for anything." Axel retorted.

"Fine I guess I will just have to bring my extra rocket pods, trust boosters, chain guns, and flame throwers!" Ember said angrily as she stuffed several weapon parts into her bag and hoisting it up onto her back.

Axel rolled his eyes before turning to address the other two members of his team. "How about the two of you, are you ready to head out?"

"You know me Axel I like to travel light so I all set." George stated while Ruin jammed the last sniper part into his weapon chest and clamped it shut. Ruin than turned to face Axel and gave a thumbs up.

"Alright if we are all set we should head down to sky dock, our transport will likely be waiting for us when we arrive." Axel stated causing each member of his team to nod in agreement.

* * *

Penny and her team have made their way out of the dorm and are cutting through one of the Beacon campuses many courtyards on their way to the sky docks. Each member moving at a rather fair pace with George leading the pack and Penny bring up the rear.

Axel who is directly in front of the synthetic girl notices that her posture is slightly dipping and her usual cheerful demeanor is absent. "Is something wrong Penny? You see sluggish, are you sure you are fully charged?"

"Oh no I am fine it's just…"

"It's just what Penny?"

"Its about this mission I have a bad feeling about it."

"You have a bad feeling? I highly doubt you have anything to worry about. I whatever it is we are up against I doubt it's a match for your combat ability. Besides you won't be alone in this, if anything happens your team has your back."

A small smile came over Penny's face. "Thanks Alex I calculate that you are correct but…" Penny started before glancing around the campus. "I can't shake the feeling that we won't be back here for awhile."

Axel chuckled slightly before placing his hand on the synthetic girls shoulder. "Come on Penny we haven't even left yet. You can't go being homesick already."

"Homesick? Is that what I am feeling right now? I thought you could only feel homesickness for ones home."

"What don't you think of Beacon as your home? You like it here a lot don't you?"

"Yes I love it here but. Beacon is not the place I was born and I don't have any family here ether."

"Home is where you make it Penny. It's wherever you want to be most. Besides blood isn't the only thing that can make you part of a family. If you ask me you have three caring siblings right over there." Axel says motioning to the rest of their team.

Penny stared up at Axel without saying a word. Axel noticed small flashes in Penny's eyes that usually meant she was doing complex calculations or updating large amounts of data. The moment that flashes faded Penny opened her mouth in an attempt to speak. "Axel I…"

"Hey what are you two doing your dragging behind!?" Ember shouted back at them.

"Coming Ember!" Penny shouted as she ran past Axel. "Come on Axel we can't keep everyone waiting!" Axel nodded and the group made their way onto the ship that was waiting for them. They each spared Beacon Academy one last glance before the ship departed.

* * *

After a short flight into the heart of Vale they were soon met by General Ironwood's battleship. After getting the go ahead to dock the battleship's opened up to let the small ship to enter and set down. As soon as the group stepped off the transport ship they were met by a couple squadrons of Atlesian soldiers as well as a large muscular man with a scruffy beard and a poor fitting lab coat. He seemed to be paying more attention to his scroll then what was going on around him. By the man's side stud the man hey had come to see General Ironwood himself.

"General on deck!" A soldier shouted as everyone in the room including Axel and his team straightened and gave the general a salute.

General Ironwood returned the salute and began to speak. "At ease, we have a lot to talk about and not a lot of time for formalities."

"I would like permission to speak Sir!?" George inquired.

Georges request was met with confusion from his team and a sigh from the general but was ultimately accepted. "Permission granted George, What is it?"

"Why is my dad here?" George asked while motioning to the large bearded man standing beside the general who still seemed to be staring down at his scroll.

"As you know Professor Bolt is one of the worlds leading minds when it comes to the behavior of grimm. Recently we have encountered strange behaviors in the creatures so we called him in to get his input on the matter."

"Oh could this have anything to do with the low number of grimm sightings we have had lately?" George inquires.

"Possibly but we are limited on time so the talk will have to wait until we meet up with the others. Now Professor it's time we move to the war room."

The man finally snapped back into reality and glanced around the room to get his bearings. He then spotted a familiar blond haired boy standing next to a group he new to be George's team. "George my boy, how have you been?!" The man shouted as he ran over to pull George into a savage bear hug.

"He…y… dad… how have you been… cant breath.." George squeezed out before his father dropped him back onto his feet.

"I have been having a blast my boy! I have never seen the grimm act anything like this it's very exciting! Hmm on that note something seems a bit off about you George. Your skin looks very dry and your eyes are completely blood shot! Have you been eating properly?"

"Yes dad it's just a genetic experiment."

"Oh alright then just don't forget to get three squares a day." Without batting an eye at what George had said.

"Yes dad I got it." George said chuckling while the rest of his team suddenly seemed to have new found understanding of their wild teammate's behavior up to this point.

"That's enough chatter lets move!" Ironwood commanded as he turned and began making his way to a small metal door on the far side of the hanger. The general pressed a button on the a panel next to the door and it lifted up out of the way revealing a hallway leading deeper into the ship. Everyone in the room seemed to jump to attention and marched after the general through the door and down the hallway.

* * *

Axel was bothered by the general's words about others being in attendance. There is only a hand full of people General James Ironwood would place his confidence in. Once everyone had stepped inside the war room Axel began to scan the faces around him to see who else was in attendance. Axel's eyes became wide as a few several faces came into view. First and foremost was a pair of bespectacled professors he had recently become all too familiar with. Both Headmaster Ozpin and Glynda Goodwitch were seated at the long table that dominated most of the room. From the information Axel had on Headmaster Ozpin he knew that there had recently been some bad blood between them. So if he was here the situation had to be dire indeed. He also noted that if Ozpin held any resentment for the general he hid it well behind that calm expression and coffee mug of his. Glynda on the other hand didn't look the least bit pleased with being here. With that said it is possible the unpleased look she was giving could just be her default facile expression.

He then noticed two familiar faces that he had not seen in some time. One was nearly his mirror image with the exception of a scare covering his right eye, heavily battle scared armor, and a massive double edged sword hanging from his back. The other was a tall woman in similar heavy armor. She had long black hair and small dog like ears extending from her head.

As Axel and his team made their way to their seats at the table Axel was shot a glance from the armored man and a wave from the women. "Wow that guy looks a lot like you Axel, do you know them?" Penny inquired as she sat down next to him.

"Yes they are my brothers."

"They are your Brothers? Isn't one of them a girl?" Penny inquired.

"It's complicated." Axel responds.

"Complicated? Why don't you try deceptive? Don't be fooled Penny that girl is not what she seems. I had to find that out the hard way." George interrupts as he sits himself down on the far side of the table with Ember and Ruin.

Penny glances over at the woman and back at Axel before speaking. "Is she a man!?" Penny shouts, drawing the attention of everyone in the room.

"Penny, George you need to be quite! You are being very rude!" Ember snaps.

"Oh it seems I have been found out. Very nice detective work you have there." A very feminine voice said from other side of the table causing Penny and her group to jump slightly. Penny looks over to see the faunus woman in question along with the scared sword wielder. "It's been a while hasn't it? When I heard you guys got shipped all the way out here to Vale I felt so lonely. I especially missed you George." The girl said with a wink which was met by a chorus of groans.

"Why don't you ever use your true from anymore Garnet." Axel inquires while looking slightly annoyed.

"Haven't we been over this? It's because this form is far more useful my brother. Besides its so boring if we all look alike isn't it? Don't you also think so Jasper?" The girl says motioning to the man beside her.

"Do whatever you want. I just don't care anymore Garnet."

"You see even Jasper is cool with it." Garnet said with a smug smile.

"Wait I am confused. Is Miss Garnet a boy or a girl?" Penny inquired.

"Garnet's semblance is shape shifting. As long as its physical structure is similar to that of a human he can turn into whatever he wants. And for some reason his go too form is that of a female dog faunus." Axel responds.

"Oh it's a pleasure to meet you both I am Penny." Penny said happily.

"So ether of you happen know why we were all called down here?" Axel inquires.

Garnet shakes her/his head and shrugs. "Not a clue but whatever it is its got him foaming so it's got to be…" Garnet was interrupted as General Ironwood took seat at the head of table with Professor Bolt taking a seat beside him.

The General cleared his throat to gain everyone's attention. "I am sure you are all wondering why I called you here and time is of the essence so I will get to the point." The general pressed a button on the bottom of the table causing a light at the center of the table to flicker to life and the image of several ruined structures to appear over the table. "I assume some of you may recognize these buildings."

"Sir these are all our military's factories aren't they?" Axel inquired.

Ironwood nodded in agreement. "Over the course of the last week six of our factories have been completely destroyed in terrorist attacks."

Ozpin seemed to raise an eyebrow at this before setting down his coffee to speak. "That is quite the impressive series of attacks. Atlesian military factories have always had top of the line security so its hard to believe anything less than an army could topple so many so quickly. So assuming all six attacks were done by the same group it would have to be very large and even more resourceful. Do you know who has preformed these attacks James?"

"We do believe we know who is behind these attacks yes."

"There are only a few groups that we know of that would have that kind of combat strength. So that does narrow the number of suspects quite a bit." Glynda added.

"Is it the White Fang Sir?" Ember inquired.

Ironwood gave her a quick glance before shaking his head. "You are on the right track but no. We are not the White Fang but rather a splinter group of the White Fang. They have been calling themselves the Black Wings."

"It was a splinter group?!" Jasper inquired.

"Ya what is the deal Ironwood how in the world could a White Fang splinter group have the strength to pull this off? I doubt the White Fang's main forces wouldn't even be able to pull this off." Garnet added.

"So it is as we feared then?" Ozpin inquired. This drew the attention of everyone at the table. It was clear that the Headmaster knew more than the rest of them including his right hand woman Glynda.

"That is right unfortunately and that is why I called our expert is here." General Ironwood said as he motioned to Professor next to him.

"Wait I am completely lost now. I thought you said these were terrorist attacks and not grimm attacks so how is he going to help? Dad is an expert in grimm behavior, which last time I checked has nothing to do with faunus or terrorist groups." George stated.

"I am getting to that young man. I would like you all to draw your attention to the center of the table." Ironwood said while pressing another button under the table. All but one of the holographic buildings vanished while the remaining building began to enlarge until it covered most of the table. Small details could now be made out by the observers.

Paw prints covered the ground and claw marks scared the walls of the structure but. It was also noticeable that the walls were riddled with scorch marks and bullet holes. "There are clear signs of a grimm attack but these holes and burn marks indicate that the terrorists also attacked. Sir is every factory like this?" Jasper asked.

"Yes every single attack was the same." Ironwood responded.

"If that is the case random chance is ruled out but. How are they luring the grimm to the factories? How are they avoiding the beast's attention?" Jasper inquired.

"They aren't luring the beasts. The grimm, they are completely under their control." Everyone in the room with the exception of Ozpin, Professor Bolt, and Penny seemed to jump in response to Ironwoods words.

"What do you mean under their control?!" George inquired.

"Maybe it's best I just show you." Ironwood said as he pressed another button and the display changed once again and began to show what appeared to be security footage from one of the factories during the attack.

* * *

The footage revealed a horde of grimm rushing out of the surrounding tree line. The grimm were in all shapes and sizes and bringing up the rear were several faunus wearing black and red clothing with a black grimm masks covering their faces and a black bat wing depicted on their backs. The security systems quickly activated to repel the attackers. First the auto turrets sprang to live and opened fire on the creatures but the red and black clad soon motioned toward them and the grimm ripped them from the walls.

The security droids were the next to face the horde but were quickly overwhelmed by when the grimm began to flank and attack from all sides. While the black wings laid down suppressive fire. Once they reached the building the grimm simply halted their movements and waited until the black wings planted an explosive charge detonated it blowing a hole in the wall. The grimm quickly rushed inside and began clawing and biting anything that halt their advance.

Once they reached the center of the structure is when the human members of the on site security decided to spring their attack. Several security guards rushed in and began to open fire on the invaders while a lone Atlesian Paladin dropped down on top of them crushing several grimm in process and quickly locking on to several more targets before firing a volley of heat seeking missiles. Then if things were not strange enough already the grimm did something nobody would expect. They moved in front of the black wings ether deflecting the rockets or taking the hit themselves. The grimm have never been known to protect their own kind let alone a faunus's.

Then one of the black wings stepped forward a pair of cat ears could easily be made out. And his attire was slightly different then the others. A simple black sweat suit with purple stripes and a pair of katana blades strapped to his back made up his uniform. He drew his blades as the Paladin took aim on him. The paladin launched another volley of missiles all aimed directly at the sword wielding cat but the man's aura began to glow before vanishing into thin air. Much to the paladin pilots dismay all the rockets suddenly pulled a 180 degree turn and came right back at him. The Paladin was struck by the rockets and blown apart revealing the cat faunus standing behind were the Paladin just was with a smirk covering his face.

The rest of the security force opened fire on the man but hit nothing but air as he quickly vanished once again. This time he rematerialized in the middle of their formation and began slashing wildly taking off limbs and leaving them with deep cut wounds. They tried to fire back at him only to strike their fellow comrades as he vanished again. This time he reappeared beside the rest of the black wings and ordered the grimm to finish off the guards which they did with pleasure. That is when a grimm ripped the last camera off the wall ending the footage.

* * *

At this point the whole room was on edge a heavy mixture of anger, fear, and confusion filled the room but. Three of the members were clearly the most tense which was made apparent when they jumped out of their seats the moment the cat faunus made his appearance.

The general spoke directly to the three who were standing. "Axel, Jasper, Garnet, this is why I called the three of you here. You have all dealt with this one before.

Axel's fists tightened rage clear on his face and in his voice as he spoke. "The Vanishing Cat!"


	23. Strength in Numbers

**Strength in Numbers**

Penny was surprised when Axel got angry. This was for a few reasons, one she had never seen him so upset before. And two she didn't really understand why he was so upset to begin with. The video they had just seen was quite shocking but it didn't seem like that was what got to him. Rather it seemed like it had something to do with that cat faunus that appeared toward the end. The one they called the Vanishing Cat. That was it right? She takes a moment to run the name through her database but the only files she managed to find were classified and she doesn't currently have clearance to view them.

Penny's worry and curiosity could no longer be contained and she decided if she wanted answers she would have to just ask them directly. Penny lifted her hand up into the air to get the others attention. "General Sir, can I have permission to speak?"

"This isn't a class room Penny you don't need to raise your hand but, with that said permission granted." General Ironwood said.

"Oh, yes, sorry." Penny said before retracting her hand and clearing her throat. Which garners a few chuckles from Ozpin and the other members of her team who know the act serves no purpose for her. "I would like to know who this Vanishing Cat person is. What connection does he have with Axel and his brothers?"

An awkward silence comes over the room. And Penny notices that Axel and his brother's angry expressions have returned. While her other teammates seem like they would rather be someplace else right now. "Was it something I said?" Penny inquires while tilting her head to the side.

"It's just a long story." Axel says while scratching the back of his neck.

"One of which we do not have time for at the moment." General Ironwood continues.

"Hey this is important they may end up facing him in the field so we can't leave them completely out of loop. How about we just give them a quick summery?" Garnet suggested.

General Ironwood let out a sigh while griping the bridge of his nose. "Fine but make it quick."

Garnet quickly stands up and faces the rest of the group. "Alright, listen up kids. About three years ago our team was set on a special mission. As it turned out the head of the Schnee Corporation had been getting White Fang death threats. Big surprise there right? Anyway on date in which we can't disclose they were sent a video from a splinter terrorist group within the White Fang's ranks that got them worried. So they decided to play it safe and call us in to act as security forces."

"Who was this group? What was on the video that got them so worried? Was this Vanishing Cat a member?" Penny inquired.

"The group called themselves The Knights of the Mad Table. Dumb name I know but I think that was what they were going for. They never acted like what you would expect a terrorist group to act. That made them even more dangerous though since you couldn't predict what they would do. From what I gathered the video mainly talked about their mission." Garnet responded.

"They called it a crusade to rid the world of evil or some such." Jasper added.

"Yes that is correct, also that they would stop at nothing to end the Schnee Families unjust treatment of their faunus brethren. You know just typical White Fang propaganda. And yes the Vanishing Cat was indeed a member and he was a dangerous one to be sure. We don't know much about him other than he tends to favor light weight leather armor and unmodified Katana swords in battle and his semblance allows him to move from one location to another instantly bypassing walls and other obstructions completely." Garnet explained.

Axel cut in after that. "There were also other members of the Mad Table who were even more threatening. If he's involved then does that mean the White Rabbit and the Dragon Princess are also connected to this?" He asked.

"Well about that." General Ironwood steps in. "We have gathered intelligence that tells us that the White Rabbit is indeed evolved in this. The Dragon Princess on the other hand has not made an appearance." He says while he cycles through surveillance footage of a young rabbit faunus girl with short white hair and bright red eyes speaking with what appears to be members of the White Fang. "That brings us to the next topic at hand. If we assume the Dragon Princess is also involved in all this. That means we are dealing with a major threat and we need to act accordingly."

"That is why I have come." Ozpin declares drawing the focus of the room.

"Wait is Ozpin going to be fighting with us!?" George asks.

Ozpin begins to chuckle nearly spilling his coffee. "No even for myself this could prove to be a long mission and I can't leave Vale unattended for that long. Unfortunately James here decided to take over as Vales security during the Vale Festival which has caused his forces to be spread thin." Ozpin looks over at the General to gauge his expression. It is clear that he is not happy with his statement but says nothing. He then takes another sip of coffee before continuing. "Anyway that is why I have gather volunteers from my students to aid in the defense of both Vale and Atlas. With the prize of glory and extra credit it was an easy enough task to gather them."

"So how many teams did you gather Ozpin?" Ironwood inquires.

"I managed to gather five teams with a total of 20 huntsmen in training. The teams are Team RWBY, Team JNPR, Team CRDL, Team CRUS, and Team CFVY. Shall we bring them in?" Ozpin asks.

Penny watches as General Ironwood nods his head to Ozpin which causes him to motion to Glynda who then nods and makes her way out of the room. Moments later she returns leading a large group of familiar faces into the room.

Penny can't help but throw a wave towards Ruby and her team as they file into the room. They were soon followed by Jaune Ark and his team. She knew they were close with team Rwby and she has met them before but she hadn't gotten the chance to spend much time with them as of yet. Then was Cardin followed by his team. She couldn't say she was very happy to see Cardin and it seemed like it went double for George as the two of them shared a glare as he passed. She did spare a smile for Sky Lark and Russel though. She was happy she would be able to fight by their side once again. After the capture the flag tournament was put on hold she wasn't sure she would get the chance. Then Coco and her team entered the room. Once inside Coco turned towards Axel and gave him a small nod. Penny is not sure why but she gets an uneasy feeling when the two of them are together. The feeling is kind of like what you would expect to get when seeing some one holding high explosives next to an open flame. "Maybe it was because Coco had slapped him the first time they met?" She wondered to herself.

Finally team CRUS entered the room. Penny remembered them from the picnic slash sparring session they had the other day. She doesn't really know much about them other than their names and the strange rumors that surround their leader. Speaking of which she never really got the chance to meet their leader. Penny once again felt a spark of interest that she held until she noticed the last member of their team enter the room while letting out a loud yawn. She was a slim snail faunus girl with long brown hair and a slightly messy appearance. The girl looked oddly familiar to Penny and moments later after running her face through her face recognition software she realized why. "She's…"

"Cail! Stop dragging your feet and get your lazy ass over here!" One of the girl's teammates shouted to the snail girl.

Now Penny was sure she was the same girl that she had run into a few days ago on the way back to her dorm. She said her name was Cail. "Of course Cail is the name of team CRUS's leader!" Penny thought out loud drawing the attention of the girl in question.

The girl's dark green eyes widen for a moment before becoming razor sharp. "You're the girl from the other day. It's Penny right?" She asks.

Seemingly unaffected by the girl's glare Penny extended her hand to shake hers. "Yes it's a pleasure to meet you!"

"You already said that the first time we met." Cail stated dryly.

Penny froze for a moment creating an awkward silence in the air before finally responding. "So I did."

"Anyway it's a pleasure to be working with you from now on." The girl said as she turned away from Penny and made her way to the back of the room where the rest of the teams had already taken their seats. She took a seat in between her teammates and team CRDL.

Penny notices the girl lean over to Cardin and whisper something in his ear. "They must be close. It must be nice to have some one like that." She thinks to herself before looking over to Axel. When she does she also notices that Axel and his brothers are glaring at Cail. "Is something wrong Axel?" Penny asks.

He shakes his head and averts his gaze. "No, I'm sure its nothing. I just got this strange feeling that I've seen that girl some place before."

Ironwood clears his throat. "Now that everyone is hear its time we go over the mission itself and our strategy for said mission." He then presses a button which switches the images being displayed to show three new locations. A factory, a large jungle, and what appears to be a prison floating in mid air. "For those just joining us we are up against a terrorist threat. They have targeted and destroyed several of our factories and have been becoming bolder in their attacks as they go on. They must be put to a stop at all costs and we will need all of your support to make sure that happens. Now then one of these three locations will be where you and your team will be stationed during this part of the operation." He says while motioning to the display.

"Sir correct me if I'm wrong but I thought they were only targeting factories, why are we being stationed in a prison and a jungle." Axel asks.

"I am getting to that Axel. Many of our larger factories have already been destroyed. This is the largest and most important factory we have left in operation. Which makes it the most likely to be attacked and therefore the best place to stage our defense. I will be leaving this mission to Jasper, Garnet, and Team CFVY. Next we have the Jungle. As you may have noticed this is area is outside the bounds of four Kingdoms and deep within Grimm territory. We have reason to believe that our enemy has established their main base of operation within it. We can't play completely defensively if we wish win this. So we will be sending a scouting party together with Professor Bolt. Your mission is to locate the enemy base, and aid the Professor in figuring out how they have gained control over the Grimm. This party will consist of Axel, George, Ember, Ruin, along with teams RWBY and JNPR.

"Wait what about Penny?" Axel inquires.

"I am getting to that. The last location is a high security prison we like to call the Flying Tomb. It is an air ship that houses many of the worst scum Atlas has ever seen. Many of which have connections to the White Fang in one way or another. He presses another button and two profiles appear on the screen. One a red hair human man on the left and a horned red haired faunus girl on the right. Some of you may know these two. On the left is one of the Tomb's latest additions. His name is Roman Torchwick, he is directly responsible for the Grimm attack on Vale that happened not to long ago. He is a skilled thief and weapons dealer who is not above working with the White Fang. It's likely that the Black Wings will attempt to capture him to gain a leg up on the White Fang. That or take him out for causing the deaths of many of their brothers and sisters in the botched attack. And on the left we have…"

"Casey Heartfield." Jasper continued while rubbing the scar on his eye.

"That is correct Jasper. Casey Heartfield is the only member of the Mad Table to be captured alive. She seemed to hold a high position in the group and is incredibly dangerous. If they are involved there is high chance they will try to bring her back into their ranks. Therefore we cannot leave her unattended. Penny along with teams CRDL and CRUS will be tasked with this responsibility."

"Sir, I don't think Penny should be sent alone. She is not use to leading others in combat. With such a large group it will likely be difficult for her." Axel stated.

"I realize that Axel but we have no one left to spare." Ironwood responds.

"I should go with her." Axel shoots back. This statement caused a few eyebrows to rise.

"Axel if you go with Penny you will be abandoning your own team. They need a leader as well you know."

"George can take my place as leader." Axel retorted much to the shock of his teammates.

"George? You can't mean George Bolt!? Have you lost your mind son?" Ironwood Inquires.

"Hey!" George complains but is ignored.

"Yes the same, George has been acting as team leader while we have been stationed at Beacon. So I am sure he is more than capable of handling this mission." Axel states.

The general turns to face the other two members of the team to gauge their reactions. "Are the two of you ok with this decision?"

"To his credit George has done a passable job so far isn't that right Ruin?" Ember asks while turning to glance at her teammate. Ruin quickly nods in silent agreement.

Ironwood lets out a sigh before going on. "Very well then, I will move Axel over to the prison team but don't make me regret this." He then stands up from the table. "Now you all have your orders. Remember your student teams were not here for the whole meeting so be sure to brief them before the mission. Also of course if you have any questions, be sure to ask me or your squad leader. You are all dismissed!" He said while giving a salute witch was quickly returned.

* * *

**Several Hours Later**

Penny and Axel now found themselves on a transport air ship heading towards the Flying Tomb prison. It was clear to them that the ship they were on was made more for comfort then for combat since each team had their own room. This meant that Penny and Axel had now found themselves alone together for the first time since their late night sparring match. Each of them was sitting on their own beds doing next to nothing. Penny was simply running a few diagnostics checks while Axel tinkered with Silent Knight. And for whatever reason there was a strange tension in the air.

Once Penny had finished her final check she decided she would break the silence. "Axel I am still wondering you know."

"You mean about what happened three years ago?" Axel responds without looking up from his shield.

"Yes, it seems to pain you a great deal. I would be more than happy to listen if you want to tell me why." She states.

"My brothers and I use to be called the Lucky Seven you know. We were made to fight just like you. We had been survived so many dangerous mission that we had lost count. Our teamwork was perfect, our equipment was top of the line, and determination to win was the real deal. Because of this we use to think we were invincible. Though I guess those Mad Table nut jobs use to think the same thing. We had never come closer to failure then we had that night. And you know, after everything victory cost us I'm not so sure we even really won." Axel explains in a dry tone.

"What do you mean Axel?" Penny inquires.

"Both sides had lost so much that night that it should never be called a victory. And our biggest shortcoming was letting their leader slip through our fingers. To tell you the truth I came with you because of my own selfishness. If she is to show herself this prison is the most likely place she will appear. I owe her for what she did to us. And my comrades are owed justice. The Dragon Princess is a heartless monster and I will never forgive her."

* * *

*Yawn*

"Gees Cail, if you're so sleepy why don't you go to sleep already?" A girl with short dark hair and green highlights said. The girl's ears were riddled with piercings and she was dressed in dark clothing with a green tattered cloak covering her back. She was laying flat on her bed reading a book titled The Third Crusade.

"I can't Robbin, I get this weird feeling that if I go to sleep now I will have nightmares. Maybe it's the ghosts of the past coming back to haunt me perhaps." The snail faunus girl known as Cail responded.

"Did you say ghosts of the past? Gees do you hear yourself? Maybe it's all these strange books you've been reading." Robbin responds while she waves around the book in her hand. "Mental note I should stop borrowing books from you. Maybe you should go talk to Cardin about this. We're lucky enough to be sharing a ship, so may as well take advantage of it."

Cail giggles before she hops up out of bed and moves towards the door. "Maybe your right I think I will go let off some steam while I have the chance. We're going to be very busy from now on after all." She says before exiting the room.

"I hope he helps her. She seemed like she was thinking about something sad again." Robbin says before discarding the novel in her hands to reveal a magazine of questionable content. "Now than I guess I will blow off some team as well."


	24. In the Jungle

**Notes: Are you sick of waiting on a new chapter than here you go! I have had way to much work to do lately and to many projects to get through. I hope my work settles down a bit soon so I can really hammer one of these out of here. Also of course my latest project Planet Remnant has been eating up a lot of my time. I just really love writing it and you all seem to enjoy it as well. Or at least I hope most of you do. As always I would love to know what you think of this story so far and of Planet Remnant so a Review is welcomed.**

* * *

**In the Jungle**

**Journal Entry 113 – **Hello it's the world's strongest researcher and most hansom huntsmen. Have you guest it yet? That's right it's your golden boy George Bolt. If for some reason you're not me and you are reading this I should get you up to speed. However I don't know how that could have happened. I guess with my incredible exploits they will want to publish this one day. Anyway I am getting side tracked here. Me and my team along with several others from Beacon and Atlas were all called into action to help deal with a serious terrorist threat. We were all split up into squads made up of multiple teams and each assigned a different mission. Axel was going to lead us on this mission but he thought I would be better for the job. Can't say I blame him, it is a lot of pressure. And of course we were sent to strike at the heart of the enemy.

Well to scout around the heart of the enemy but I could totally wreck this place if I had to just for the record. Anyway we have been trekking into this jungle for hours now. We have spotted a lot of Grimm as we had expected but so far no sign of the Black Wings. I bet they are just too afraid of me. I really can't understand why things have to be this way. The faunus have been through so much, if man kind could just accept their short comings then we wouldn't have to fight like this. I must complete my faunus serum as soon as possible so I can show them the truth.

It feels strange being out with my father like this again. Watching him work is as inspiring as ever, almost like I am a kid again. With that said having my team with me along with all these new faces is a very different feeling. Well thought I say new faces I know most of them to some degree. I have battled with and against the members of Team RWBY during the capture the flag competition. And I have heard a great deal about team JNPR from them and members of my own team who battled with them. There is one oddity amongst our group though.

* * *

George looks from his journal to glance at a girl with long blond hair held in place by a pair of goggles. Everyone was walking together with their teams while following Professor Bolt's lead but. This girl was out here on her own and seemed out of place. George of course became curious and decided to get some answers. "Pardon me but something has been bothering me since we arrived. If I remember correctly you're Sophia Sparks of team CRUS right?"

The girl turned to face George and he could instantly feel the heat of her glare but. Her expression quickly softened. "That's right. I remember we met once during morning training right?"

"Ya that's right. Umm so do you mind if I ask why you are out here with us instead of with your team? If I recall team CRUS was assigned to guard the prison."

Sophia's expression began to intensify once again at the mention of her team. "I put in a request to be reassigned to this mission. Since one of your members was reassigned to the prison I figured there would be an opening."

"I since a story here, are you and your team getting along alright?"

"Sophia spun to stare at George again. Anger was clear on her features but she resisted any urges and continued on her way. "Let's just say me and my leader could do with some time apart."

"So there is something going on between her and her team. I wonder what it could be. I remember hearing a lot of crazy rumors about their leader Cail. If even half of them are true I can only imagine what it would be like to be her underling." George thought to himself.

"Besides, my weapon is far more suited for this mission than the prison. Small confined spaced stuffed with people is not a good place for it."

"Oh you don't say." George said with his interest now peaked once again. He glanced over the girl looking for any sign of her so called weapon but found nothing that looked the part. "So what is this weapon of yours?"

She looked back at him and finally let out a smile. "It's a secret."

"Ahhh come on, that's no fair! Oh how about I trade one of my secrets for it!"

"Oh like what?" Sophia asks. "And it better be juicy or it's no deal."

"Oh you want juicy huh?" George then glances back towards his two teammates to see that they were lost in their own conversation and not paying attention. Well if you can call Ember talking Ruin's ear off and him nodding along a conversation. He then leaned in close and whispered in her ear. "True is I am really into my teammate Ember and I hit on so many other girls to make her feel jealous."

Sophia pulls away to process this information. She glances over to Ember and begins to stare. She doesn't realize how long she holds the stare until she is finally noticed by the tiny monkey faunus. "Hey what's your deal? Is George talking crap about me again!?"

"Oh its nothing George was just…" Sophia began before stopping to think of an excuse but realized the truth would be more interesting. A wicked smile came over her face as she began to speak. "He was just telling me about how much you mean to…"

She was cut off as George stepped in front of her and began to speak. "I was just telling her about that time I cot you using a picture of Ruin to master…"

Before George could finish Ember was on top of him with hands rapped tightly around his throat. "I told you if you breathed a word of that to anyone I would #$$#%# cut off your % # $ and shove them up your # $ you stupid monkey!"

"I… love it… when you… talk dirty… like that… and you're the monkey Ember." George managed to squeeze out.

Of course the whole group was giving them strange looks now. "Umm this is. I was…" Ember began before Professor Bolt got everyone's attention.

"Everyone hush up and get low." He said and of course everyone quickly dropped down the ground in a crouching position and got their weapons at the ready. The Professor then motioned towards a grouping large ape like Grimm with red stomachs and tree trunk thick arms.

Then a short black haired girl moved towards the front of the group for a better look. "Wow I have never seen Grimm like those before. What are they Professor?"

"Those are what I call War Drums. They only seem to be native to deep jungle areas like this and it's a good thing too because they are very dangerous."

"They do look quite umm intimidating but, what is it that makes them so dangerous?" A blond haired boy who was wearing an armor plate on his chest as well as a sword at his waist asked.

"Well my boy these Grimm have incredible strength. I have seen them shatter Iron shields and completely deplete a hunter's aura with a single swing." The Professor could swear he heard the boy swallow nervously but dismissed it. "They are also very territorial even by Grimm standards. They are one of the few classes of Grimm known to attack their own kind for sport. Oh lucky day I think we are in for a demonstration." He said as he motioned to two War Drums squaring off against each other.

The Grimm both pounded their chests vigorously while letting out savage howls of rage and challenge. And then the pair charged one another. With in moments black fur rapped around bulging muscle was slamming into white bone covering black fur. One of the apes like creatures clearly had the upper hand with its larger frame and thicker bone plating. "That one must be the alpha and the other must be the challenger." Professor Bolt added before the larger War Drum lifted the battered challenger up and throw it nearly 20 feet and through a set of trees. The beast landed with a thud and laid motionless. The victorious alpha began to pound its chest again in calibration until the fallen Grimm struggled to its feet and did the same but in challenge. If the alpha was not angry before it was now. It charged at the weakened challenge and once it got in close it raised both its fists up in the air and slammed them down onto the skull of the other. A loud cracking bone resounded throughout the area. The challenger fell to the ground with its skull caved in but. The alpha was not finished it began pummeling the body with all of its might. Before the body completely dissolved nearly every bone had been crushed in the brutal rampage.

"Gees those things are mean. They are almost a bad as Emb…" George decided it best to keep his mouth shut this time, less he wants to face the monkey's wrath once again. "So dad we don't need to fight those things right?" He asks.

"No as long as we avoid contact we should be fine. As long as we keep our distance and avoid challenging them we should be ok."

"What do you mean challenging them?" Sophia asks.

"Well when they encounter intruders they will pound their chest to issue a challenge if you do anything other than run they will attack until their target is destroyed. And of course when a challenge is accepted it will try to gain the attention of the pack to come watch it fight."

"Just wondering but does it look anything like that?" George asks while motioning towards an red haired girl dress in pink and hoisting a massive silver hammer. She was towards the back of the group and was face to face with one of the beasts. The War Drum pounded its chest in challenge and let out a loud howl while she nearly mimicked the actions. Then all of the War Drums in front of them began to pound their chest and rush towards them.

"Well I guess you will get to see my weapon after all!" Sophia said as she reached into a tool belt attached to her waist and pulled out a small electronic device of some kind.

"What is that? It looks a bit too small to be a weapon!" George stated.

"That's right this is just what brings me my weapon!"

"What, you don't have it with you!?"

"Hey it wouldn't fit on the ship. Heck they won't even let me use it on campus anymore so I have really been looking forward to this!" She then throws the device out on the ground and it unfolds into some kind of transmitter. She then looked at her scroll to see a timer begin to count down. "I will need two minutes!" She shouted.

"Alright, Ember I need you get up there and give us some air support but! Try to stay low or the enemy could spot you!"

"Why don't I just torch them!?" Ember asked while extending her arm mounted flame throwers.

"No flame throwers, you will burn down the whole jungle!" George snapped.

"Fine…" Ember said as her thrusters began to flare and she shot up into the air.

"Team RWBY you're with me and Sparks! Team JNPR you're with Ruin, I want you to cover our rear!" George said while motioning towards each person. The group then divided into their groups and braced themselves for the incoming wave of Grimm.

One of the War Drums leaped up grabbing hold of a tree branch and using it to swing itself towards Sophia. George pulls out a set of throwing knifes and flings them at the beast. The blades dig into the beasts flesh but do little to slow it. He then draws his short swords and rushes towards it. Sophia dodges out of the way as the Grimm slams its fists down on the ground seemingly denting the dirt below. The Grimm spins in place and rushes after the girl once again only for George to slam his shoulder into its chest and knock it off balance. George jumped up onto the War Drums wide back and began to sink his blades into the soft tissue in its bones. This enraged it even further and it reached up and grabbed hold of George's leg before slamming him down on the ground with a crunch.

George's aura flared wildly with the impact but remained in place. Noticing his prey was still in tact it lifted him back up and prepared for another slam but. It was stunned when it was hit by a sudden burst of electricity. George looked over to see Sophia with one hand raised and electrical energy shooting from her finger tips. Using this moment George slashed the wrist of the Grimm casing it to lose his grip. George fell back down towards the ground, he flipped in the air to land on his feet and began running aura through his blades. The aura solidified on the ends of the blades casing them to extend to nearly twice their normal length. He swiped them back and forth across the large massive before him splitting it apart and killing the Grimm.

Then George heard Ember screaming over the intercom. "George there is something big and metal heading your way fast! It nearly knocked me out of the sky! Get out of there quick!"

"What do you mean big and metal!? Sophia we need to get out of here fast!" He shouted as he glanced over to Sophia who was now back to glancing at her scroll and another War Drum was charging towards her. "Sophia!"

A grin came over her face as she began to count down. "3… 2… 1!" The Grimm was ready to attack her when suddenly a large metal pod slammed down on top of it crushing it completely. The panels of the pod broke away revealing what seemed to be a heavy duty robotic battle suit.

"Is that what I think it is!?" George asks.

"Well that depends if you think it's a customized Atlesian Paladin-290 prototype then you would be correct. You can just call her Sheila." Sophia then leaps onto the side of the suit and pulls a leaver casing the cock pit to swing open and she quickly leaps in side as it closes back up. The suit stands up and its weapons all unfold.

At this point George can tell it's a fair bit taller and the armor is at lease an inch thicker than that of a normal Paladin. "They must not have use this design since it wouldn't be cost effective to mass produce." He thought to himself.

"Alright Sheila, it's been a long time so lets really put you into high gear!" Sophia screams as her arm mounted mini-guns begin to spin and her back mounted missile pods release rockets in every direction.

Not know to them the group was being watched by a dark dressed figure wearing a black mask. A pair of cat like ears twitched atop his head. The figure scoffed before seeming to vanish into thin air.

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The figure reappeared in a dark room in front of a woman dressed in red with a similar black mask. "Mistress, hunters have entered the jungle and seem to be heading this way!"

"Thank you for the report Cheshire but Alas has already told me of this." The woman says while motioning towards a small white haired rabbit faunus standing behind her.

The cat faunus glances over at the rabbit faunus and scoffs again. "Of course she did. My Mistress what are your orders?"

"Gather the Grimm in the area and a few good men and take care of them. We can't let are plans be interrupted at such an important stage."

"Mistress they seem to be in War Drum territory. It is hard to get other Grimm to approach."

"Still having trouble controlling those apes? Very well take as many men as you need. Alas you go as well! I want this resolved quickly. Remember Cheshire our spy has nearly completed her mission and will need a pick up very soon.

"Yes Mistress!" Both the rabbit and cat faunus said in sync before the cat vanished and reappeared beside the rabbit and they both vanished as he placed a hand on her shoulder.


	25. The Mighty Jungle

**Notes: Wow was this a project. It has taken me far longer to finish then I thought it would but I am fairly happy with the end result. This chapter is by far the most action pact I have put out to date. And that is across all of my works. If that is what you are here for then look no further. Anyway I would love to here what you think about this chapter so as always feel free to favorite and leave reviews.**

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**The Mighty Jungle**

"I George Bolt in case you haven't figured that out, have met many different types of huntsmen and huntresses throughout my studies and of course I have seen all sorts of weapons wielded by said hunters. Just about everything from a scatter bomb slingshot to a self-destructing helmet… yes a self destructing helmet. I know it sounds crazy on paper but you should have seen the thing in action it was amazing but I am getting away from the point here. I have never seen a weapon like Sophia's Sheila before and I can admit I am very glad their both on our side." George thought as he watched in awe as each of the rockets just launched from Sheila's back side zoomed over his head each seeking out their marks and striking one of berserk War Drums with deadly precision. On impact the rockets released a powerful dust based explosive charge instantly burning away lairs of fur and flesh and causing whole body parts to be blown off their hulking forms before crumbling onto the ground.

The War Drums lucky enough to have not been targeted by the first volley of rockets quickly zeroed in on the source of their brethren's suffering and charged after Sophia and her Sheila suit. "That's right boys come and get me!" Sophia shouted as her already spinning Gatling-guns became level with the approaching horde and a second later the Gatling-guns began to rain shell casings on the ground below while an equal amount of rounds ripped through the Grimm like a knife through butter. The only one of the Grimm resisting the assault was the larger Alpha with its thick armored body. The Alpha roared in complete rage as it leaped at Sophia. Sheila's arms moved into a defensive pose to block the alpha's attack as it slammed both of its heavy arms down on top of the metal arms. The force of the blow cracked the ground below Sheila but left the suit relatively unphased.

The Alpha began to pound its chest and roar while Sophia got Sheila back on balance. Then Sheila's right arm rose up for a counter attack when another War Drum leaped out from behind her grabbing onto her arm and pulling her backward. "What the heck! Let go you damn ape!" Sophia began shaking controls violently to swing the arm back and forth in an attempt to throw the Grimm off but its grip was strong and before she could shake it loose a second War Drum grabbed onto her left leg. "Ok now you're starting to make me mad!" She shouted as she began to rattle the controls even more violently. Then the Alpha slammed its fist into Sheila's cockpit knocking the suit off balance. "You won't take me down that easily!" She shouted as she reached out to grab onto the Alpha with her free arm regaining or balance. The Alpha roared in anger but before it could react, Sophia's aura flared and lightning shot out of her body in every direction casing Sheila's frame to erupt in an electrical discharge. All three of the Grimm in contact with the suit got blown back as the electricity shot through them. Sophia then charged directly at the dazed Alpha and slammed Sheila's massive fist into the skull of the Grimm shattering its bone mask and throwing it to the ground. She then slammed Sheila's heavy leg down on top of the Grimm's chest cracking its chest plating and unloaded a bust from her Gatling-Gun into its unguarded face blowing it apart.

Sophia then spun around to finish off the two she had thrown from her suit a moment earlier to realize that George had shaken off his stupor and had already done the deed. "Oh thanks for clearing up for me. But I could have handled them." Sophia said.

"Clearly, I mean your display just now was very impressive. It's easy to see now that you made it to your second year at Beacon by your own merits." George began.

"Of course I did. I am a genius after all! With my brains and Sheila's brawn we are invincible!" Sophia ranted while George rolled his eyes.

George cleared his throat to get Sophia's attention. "With that said I have I have a few words of warning for you. You're a bit too enthusiastic don't you think? And you seem to rely too much on your weapon. It may be very powerful but it's wasted if it causes you to become over confident and let your guard down. If you do that too much one of these days not even that suit will be enough to protect you. There is nothing worse then losing a fight you shouldn't have." George continued.

"Whatever, what do you know about me anyway? I mean really have you been talking to Robin? I am asking because you are starting to sound just like her. And just when I managed to forget about those traitors too…"

Sophia trailed off leaving George rather confused and very curious. He does recall her mentioning something about having a disagreement with her teammates. "Hey what happened between you and…" Before George could continue his question his head set began to scream at him as Ember's voice came through it. George couldn't quite make out what she was saying. "Hey Ember calm down for a second would you. Now what is going on?"

"Grimm… Lots of Grimm… It's the Black Wings!" The moment Ember relayed that bit of information George began to hear the distant rumble of large Grimm moving their way.

George quickly got back on the headset and contacted the rest of his unit. "All members of Team GEAR, RWBY, JNPR regroup we have incoming!" After that he was hit by a wave of "Rogers" and within moments Professor Bolt, Ruin, Ruby, Yang, Blake, Weiss, Jaune, Nora, Pyrrha, and Ren all came rushing out of the surrounding tree line while Ember came floating down from above to land herself on top of Sheila. Sophia didn't seem to care for Ember choice of landing spots but didn't vocalize it. George glanced over the group and took note of their injuries. None of them looked too roughed up giving what they just went through. He guessed they had Sophia to thank for that but he didn't feel the need to add to her ego. "Alright we have a large enemy force heading our way. As you know our main objective is to act as a scouting party. This means we don't have to get our hands dirty. The way I see it, we have two options. Option A, we take up battle positions here and we fight. Or option B, since they don't seem to have us surrounded yet is we get our buts out of here before they catch up. So what do you guys think?" George asks knowing full well what the answer will be.

Everyone with the exception of Ruin seemed to glance back and forth at one another before all speaking at once. "We fight!"

George couldn't help but crack a smile before he spoke. "Alright A it is! Now everyone I want you to…" He was interrupted when an unfamiliar sword entered his field of view from the corner of his eye. George dodged under the blade as it nearly took his head off. "What the fuck!" He said as he leaped out of his crouched position and turned to face his attacker.

A black clad figured in a black Grimm mask stud before him with a single Katana blade in his hand and another strapped to his back. The man seemed to let out a sigh before beginning to speak. "Oh drat looks like I have been spotted. And here I was hoping I could take you all out before the others got here. Oh well I should still be able to kill a few of you before then."

It took a moment for George to recognize the black figure but. Once he got a glimpse of the cat like ears on his head it became very clear. "He's the vanishing cat!" When George spoke these words every member of the group shook off their shock and readied their weapons. "Even for a faunus you would have to be crazy to come at us alone and make claims like that." He said as he drew his own blades and the two began to circle each other.

The cat faunus tilted his head in confusion. "Even for a faunus? I am not sure what you mean by that. Come to think of it, what are you? At a glance you look like one of us but…" As he spoke these words he vanished and reappeared directly behind George and began sniffing him. George spun around and took a swing at him but the cat disappeared before the blades could connect and reappeared back where he was before. "At a glance you look like one of us but, on closer inspection your nothing like any faunus I have ever seen. And you reek of human stink!"

George growled in anger before speaking. "That's because I am human. Or at least I was but, I plan to become much more then that though. I will be the first step in our evolution! Once we all evolve there won't be such a difference between our people! We will finally be able to understand each other and there will be no more need for us to fight!" When George finished speaking Ember face palmed and many others in the group especially Blake gave each other strange and confused looks.

The cat faunus then broke out in laughter. "Wow, you are some piece of work! And they call us freaks! Well I know one thing is for sure…" Before finishing his statement the cat reached for his second sword with his free hand and drew it and quickly flipped it so he was holding the blade upside down and went into a low fighting stance. He began to speak once again in a much more serious tone. "Ideas like that are far too dangerous. For the good of all faunus kind I will have to make sure I kill you right here and right now!"

Ember and Ruin both glanced at each other and they could both see the fury in the others eyes. Ember shot up from her perch and the bracers connecting her machine guns to her arms began to shift and rap around her knuckles. "Like hell we will let you punk!" She screams as she slams down on the ground where the cat faunus was just standing with enough force to completely fracture the ground below but the cat had once again vanished before the blow landed. "For the love of… Ruin, witch way did that cowardly snake run off to!?"

Ruins eyes along with the rest of the groups eyes quickly tracked back and forth for the slippery faunus in question. Ruin soon zeroed in on the target standing on a tree branch above them. He swung his weapon around and leveled it his direction before letting loose round after round each hitting nothing but air as he continuously shift back in forth without moving a muscle. The rest of the group also turned and a let loose a wave of rounds and rockets completely splintering every tree around them. After ward there didn't seem to be any sign of the black clad cat and Jaune Ark chose to vocalize the question on everyone's lips. "Did we get him?" Causing everyone to ether shrug their shoulders or roll their eyes and continue to scan the area.

Then Ruin heard a snarky voice behind him. He quickly spun around to see their opponent standing in the center of their group. "Well that depends on what you count as getting me. I mean if leveling an innocent forest is what you had in mind then sure you got me. But for the record I am no cowered, also it should be clear that I am a cat not a snake, you stupid baboon!" He said while motion towards Jaune and Ember causing Ember to snarl at him. He then turned towards Ruin and Ruby and a touch of quite fury began to creep into his voice as he addressed them. "Secondly I really don't care for snipers. Just something about the weapon doesn't sit right with me. It just seems so impersonal you know? I mean one day you're just walking along minding your own business then…" He said while extending his thumb, index, and middle finger to create the shape of a gun and pointing it at his head. "BANG! Just like that you're dead and you never even know what killed you! How is that any fun? Now these beauties..." He said while displaying his Katana swords in front of himself. "These swords right here, these are the only weapons of a true warrior. After all it is said that the soul of a samurai is held within his sword. I have never heard of a warrior's soul being within their scythe, or their hammer, or their spear, and certainly not their gun. You all carry around those fancy weapons but you have all lost your warrior spirit in the process. I will show you what it means to be a real warrior!"

"This guy is so full of crap that if we poked a hole in him he would probably explode!" Sophia stated before the monitor in the inside of her suit zeroed in on the cat faunus. The screen then read missile lock. "Dodge this scumbag!" She then let loose another volley of rockets all direct at the black clad cat. The cat grinned before vanishing into thin air once again. The rockets quickly redirected themselves as the target reappeared a few yards away.

The rockets quickly surrounded the faunus once again catching him off guard. He quickly swatted one of the rockets away with his swords and vanished again, and again, and again. Each time he teleported the rockets would scatter and continuing their case. "Smart rockets huh? Let's see how smart they really are." He thought to himself as he teleported right next to his attacker putting them right in between him and the rockets.

Sophia's motion sensors instantly picked up the enemy that just crept up behind her. And she could see the rockets bearing down on her along with the warning messages indicating this. "You think your so smart don't you, you stupid cat!" Her aura began to glow as she moved the controls to raise her hand in the direction of the incoming rockets. Right before they made contact electricity shot out from Sheila's hand creating a electromagnetic force field around her. The rockets all seemed to stop in their tracks as they made contact with the shield and she closed Sheila's open palm causing all of the rockets to cluster together into a ball. She then grabbed hold of the explosive sphere and spun Sheila around before throwing it at her enemy. "Take this dick!"

A look of shook came over Cheshire's face as he just barely moved out of the path of the death sphere. A second later the ball struck behind him and both Sheila and himself were engulfed in a massive dust explosion. Moments later a slightly crispier Cheshire appeared several feet away. He quickly dropped down on his knees and began gasping for air. "Monty that was close, was she trying kill us both!? What a crazy bitch!" He then had to jump out of the way as gun fire erupted from the smoke cloud that still covered the blast zone.

"Who are you calling crazy! I am not the one picking a fight they can't win!" The impossibly loud voice of Sophia shouted as Sheila appeared from behind the smoke. The suit was slightly burned but otherwise undamaged. "Isn't that right guys?!" She said as Cheshire was quickly flanked by the remaining hunters.

"Crap!" Cheshire shouted as he blocked a swing of Ruby's scythe with one sword while deflecting gun fire with the other. "I can't keep this up forever I need a plan!" He thought to himself. He then glanced over to see one person who hadn't lifted a single finger during this whole fight. The man was large but didn't seem to be wielding a weapon and was dressed more for a experiment then a fight. "Alright let's go with that then!" He said as he vanished and reappeared behind the man. The man seemed to notice his presences but did nothing to stop him as he pressed both of his blades to the man's throat. "Alright that's just about enough! Everyone stop where you are!" He shouted.

"Dad!" George shouted as he reached for his throwing knifes.

Cheshire noticed this action and pressed his blades closer. "I wouldn't if you want your dear old dad to keep his head!"

"You son of a…" George began.

Then Professor Bolt broke into a spirited chuckle. "Hey son look I am being held hostage! I guess that saying is true after all. There is a first time for everything! Hmm I thought that only applied when you were in college."

Confusion quickly came over Cheshire as the strange Professor spoke. "What the heck is this guy on about? Is he crazy? I mean humans in general are crazy but this is really too much!" He then noticed the man's eyes were now glancing back into his own.

"Listen here boy, once you get to be my age excitement like this becomes a rare treat. For that I would like to thank you. However if you really think I will be of any use to you as a hostage you are sorely mistaken." The Professor said while letting out a light chuckle.

"Is that right!? Want to test that theory!?" Cheshire screamed as he raised one of his blades preparing to stab it into the man's chest. The Professor just shuck his head before his aura flicked to life and instantly his body seemed to harden like a rock causing the blade to bounce right off. "What the heck!"

"It's my semblance boy. I can make my body completely indestructible but. It kind of makes my body really stiff so I can't really move when using it which makes it a bit useless in combat but perfect for watching Grimm and dealing with stuff like this." He said while chuckling.

"Crap on a cracker!" Cheshire shouted as he noticed the grin on the quickly approaching George's face. "Dang it, he doped me! Oh well no matter I have already won anyway." He thought as he clashed with George's blades. "Hey there poser, you really got me good! I will have to make your death painful to get you back for that one."

George and Cheshire's blades crashed again and again at increasingly quick speeds. While at the same time they spat insults at each other. "Like you can even hurt me cowered! All you have been doing this whole time is running away."

"I never run away, I just perform tactical retreats you stupid faunus wannabe!" Cheshire said before slashing at George's face and creating a small cut on his cheek as George dodges away.

George wipes the blood from his cheek and charges forward once again pushing aura energy into his blades causing them to extend. He then slams his blades into Cheshire with enough force to push him back onto one knee. "Oh is that so! Well why don't you make a tactical retreat right now huh?! I bet you can't, can you!? You must be running out of gas!"

Cheshire began to snicker to himself as he suddenly vanished. This caused George's blades to slam into the ground and making him stager forward. Then Cheshire appeared above the young huntsmen with his blades bearing down on him. "Don't underestimate me you dirty human!"

Then they both heard the scream of Ember as rocketed out of nowhere. "No don't you underestimate us!" Before ether George or Cheshire could react Ember rammed into George's cat eared attacker and slammed them both down into the ground. With Ember now mounted on top of the cat faunus she activated her semblance and rapidly increased her weight not only making her impossibly to throw off but making her fists much, much heavier. "I hope you are ready for some pay back!" She shouted as small thrusters on the back of her bracers began to fire allowing her to slam her fists into the faunus punching back below her that much faster. Cheshire of course braced himself for the impact and tried to block but it did little to reduce the savage beating being delivered to his face. Each blow causing his aura to flare and another piece of his mask to be broken off until finally his face was bare and she stopped for a moment to glance at the face of the monster below her. He had Black hair, amber eyes, a light complexion, and he very young. He is almost as young as her and her team.

The thought of them being so close in age was some what disturbing but it did nothing to quell her rage. He needed to pay for his crimes and she was going to make him. Ember raised her fist into the air once again for a finishing blow but was shaken when she realized that the two of them had switched locations. Cheshire began to chuckle as he spoke. "You called me a snake when we first met each other. I may not be a snake but I do get along with them quite well. How about I introduce you to one of my favorite!?"

"What are you on about where am…AHHHH!" Before she could finish a massive King Taijitu sprang from the forest and tried to sink its fangs into her. She fired her thrusters and leaped from off of the cat faunus and went into a defensive stance as the snake Grimm slammed into her. She stud her ground and slammed her weighty fist into the Grimm's jaw sending it reeling backward while the second head of the beast came around for another try. She went into a fighting stance to face the creature but soon found it unneeded as a pair of glowing aura blades soon sank into Grimm's head and pinning it to the ground. "George, how!?" She shouted in surprise.

"Hey Ember, that jerk over there teleport you both into the forest to get the drop on you. Luckily I followed your cent." While he was speaking the first King Taijitu head had recovered and was bearing down on George but quickly eat a dust rocket to the face finally putting it down. George looked back at the Monkey faunus in front of him that just saved his but. "Thanks monkey girl."

"You're welcome monkey boy. Now then let's finish this shall we!?" She said while motion towards the cat faunus who has no struggled to his feet.

Cheshire began to chuckle once again. "I am afraid it won't be that simple kids. It's a shame I couldn't kill you myself but your time is up!" At that moment a clock looking glyph appeared below him and began to spin backwards. While the clock hands moved his injuries began to disappear.

"What the heck! He's a caster!?" George shouted.

"No, up there!" Ember responded while pointing upward towards a hovering Nevermore. On top of the bird like Grimm stud a small white haired rabbit faunus holding a old silver pocket watch.

Now that Ember and George were focused on the girl they could her small voice as she spoke. "What would you do without me you stupid cat. Now then let's get this over with so I can get back to my Mistress, haste!" When she spoke that last word the spell glyph around Cheshire switch direction and the hands began to spin rapidly.

"Prepare to die!" Cheshire shouted as he readied his weapons and charged forward at blinding speed.

George just barely managed to dodge out of the way when his headset began to scream at him. "This is Ruby of team RWBY. The enemy has us surrounded!"

"What!? How did they surround us!? Wait unless…" George puttered off as he glanced at the cat coming back around to attack him again. This time he chose to block the attack. George's blades clashed with Cheshire's causing sparks to fly from them. "You, don't tell me you had this planned the whole time!?"

"What, you're just now figuring it out!? Of course I wouldn't try to kill three hunter teams all on my own. But it would be easy enough to stall them long enough to let my forces catch up. You fell right into our trap stupid human!"

Meanwhile above the battlefield Alas looks down at the pair and shakes her head. "That cat talks to much, he should just kill that boy already." She then hears a rumbling sound and glances over to see a rocket heading straight for her. She then begins to swing her pocket watch around and chat some kind of incantation before releasing a energy blast from the watch to intercept the explosive. "Well that was quite rude!" She stated.

Ember hovered in front of her bearing her fangs. "You were not invited to this battle so you're the rude one here. You got in the way of my fun time, so I will have to pay you back for that."

The rabbit faunus sighed before opening her watch to check the time. "Alright if you insist but, I don't have much time. Witch means I will have to make this quick."

"Don't worry, it will be!" Ember shouts as she slams her fists together.


	26. The Lion Sleeps

**Notes: Alright this chapter took way longer then it was meant too lol. It was one of those things when you want to do a lot with a chapter and there is just too much going on. It was hard to write and I didn't get everything in there that I wanted too but it had to go out some time and I think its ready. Please enjoy and let me know what you think in the reviews I will read them.**

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**The Lion Sleeps**

"What did you say?!" George shouted as his blades clashed with the swords of the black clad cat known as Cheshire.

"What, you didn't catch that poser? Alright allow me to clarify!" Cheshire responded before vanishing. Causing George to stumble forward and allowing Cheshire to reappear and deliver a knee directly into Georges gut. George let out a pained gasp and began to stumble backward. While he was trying to catch his breath Cheshire continued to speak. "You and all of those stupid friends of yours are going to die out here. That is not just what I think but rather a matter of fact. And there is nothing you or anyone else can do to stop it." He said while admiring his own swords.

"Up yours, if you're saying crap like that you must not know who I am." George responded.

Cheshire scoffed. "What does it matter who you are? I am the vanishing cat! I am the master of space itself! I am everywhere and nowhere at the same time!" He said while randomly teleporting back and forth. He came to a stop on top of the flying Nevermore next to his rabbit eared companion and he rapped an arm around her shoulders causing her to cringe. "And with my lucky rabbit by my side, time will always be on my side as well!" He shouted loud enough for George to hear him from the ground.

A vain in the head of the white haired rabbit faunus known as Alas began to pulsate before she kick him off of the birds back sending him plummeting towards the ground. "What did I tell you about putting your hands on me, you stupid cat!?"

"Gees no love huh?" Cheshire said on his way down. Before hitting the ground he vanished again and reappeared in a nearby tree landing on one of the branches.

"I guess it's true what they say about cats always landing on their feet?" Ember said while glancing down at cat. She then began to chuckle. "But cats and trees don't mix, he might get himself stuck up there and I am not helping him down."

Alas refocused her gaze on the hovering monkey faunus in front of her. Moments ago they were locked in combat but they are now with Cheshire's interruption they are now currently locked in a stand still with nether one of them making a move. "Why didn't you attack while I was distracted?" Alas inquires.

Ember folds her arms and begins to act like she is thinking. "Well I unlike some people actually have some manners. I don't really know you, I mean I don't even think I have heard your name yet but I can't help but get this feeling that we are a lot alike."

"I kind of get that feeling as well Miss Ember Wieldings."

Ember raised an eyebrow at the mention of her name. "How do you know my name? I don't recall giving it to you."

"Oh forgive me, my Mistress has told me much about you." Alas stated.

"What, who is this Mistress of yours!?" Ember demanded.

"I am sorry but, I think I have said too much already and I don't have the time for this chit chat." Alas stated while flicking open her watch once again to glance at the time. Alas's aura began to flare and the black Grimm mask on her face began to glow as a clock like glyph appeared around the Nevermore under her feet. "Haste!" She shouted causing the Gimm's wings flap like a humming bird and it propelled itself towards Ember with blinding speed.

"Crap!" Ember shouted as she fired her thrusters to dodge out of the way. The Nevermore quickly circled back around for another attack while Ember raised her arms and activated her arm mounted machine guns before rapidly discharging shell casings on the jungle floor below.

"Oh my." Alas stated before pulling on the reins of the Grimm causing it fly upward out of the path of the bullet train but Ember had no plans to make it that easy. Ember quickly redirected her fire and struck the under side of the Grimm. The moment the rounds impacted Alas's aura and mask began to glow once again and bullets bounced off as a white aura like glow emanated from the Grimm.

"Aura, how can a Grimm have aura!?" Ember shouted as she dodged out of the way of a dive bomb attack and continued to fire on the Grimm.

"It's really not that complicated. Just because Grimm doesn't have an aura doesn't mean they aren't capable of wielding one." Alas responded.

Then Ember fired a pair of rockets from her pack towards the flying Grimm and its rider. And Alas responded by blasting one of them out of the sky with a projectile spell and creating a glyph to shield herself from the second. Ember bit her lip as she became slightly frustrated with her opponents slipperiness. "Alright fine but how? What I want to know is how, how in the world did you give a Grimm an aura!?" She shouted before switching her bracers to gauntlet mode and firing her thrusters to rush towards her enemy.

Alas smiled as she pulled on the reins causing the Grimm to dodge out of the way of Embers punch and she quickly fired a spell at Ember's back. Ember spun around and held up her gauntlets to block the blast. When the spell hit Ember her aura flickered and she was blown backward but then a clock glyph appeared around her. The clock seemed to be frozen and Ember soon found herself moving at and incredibly slow pace. "Oh to answer your question, let me ask you this one. How much do you know about the Grimm?" Ember tried to speak but her words were slowed and seemed to become distorted. "Oh what's the matter does Cheshire have your tong?" She then began to chuckle to herself until Ember managed to create an angry expression and mouth what looked to be an expletive.

"Oh sorry dear I couldn't resist. Anyway the point is that you don't really know anything about the true nature of the Grimm. And yet you make assumptions, you call them evil monsters that must be destroyed. Why, because somebody told you to? Or perhaps it's because of more personal reasons. Like let's say losing a loved one or…" She began as she reached over to Ember's helmet and flicked it open. She then reached into her ear and pulled out one of her hearing aids. "Or perhaps your hate for them is because of a life changing injury you may have suffered." A panicked expression soon came over Ember's face as Alas crushed the device in her hand and continued. "Now ask yourself why do the Grimm wish to destroy us? Why do they seem to exist solely for that purpose!? This isn't a fantasy world we live in! There is no script and there is no writer! So surely there has to be some method to this madness!"

"Oh… And you… Care to tell me what… That is?" Ember managed to squeeze out as she felt the effects of the spell wearing off.

Alas smiled before speaking. "If you must know then I suggest you listen to me when I speak my sister. You see where there is darkness there will always be light. And where there is life there must also be death. Are you following so far? One cannot exist without the other such is the natural order of things. However humans have disturbed this order and have created this chaos. Since the very day they crawled out of the muck, they done nothing but threatened to disrupt the balance of the world." She then leaned in closer to Ember's face before continuing. "The balance must be returned and that my sister is why we exist! Together with the Grimm we have the power to restore are master and thus restore the world to what it was always meant to be! Now with all that said how about it sister, you should join us?"

"Ah I see… now… I thought… you Black Wings were terrorists just like the White Fang but… It turns out that your even worse." Alas's eyebrows seemed to narrow as Ember spoke. "You're a bunch of crazy cultists aren't you?"

An expression of anger came over Alas and she leaned in even closer and began to shout. "Sister, listen to me! We don't have to fight each other! We could rid this world of its impurities togeth…AHHH!" Alas was interrupted and sent reeling backward when Ember delivered an unnaturally heavy right hook to her face. The force of the blow caused Alas to be thrown from the back of her Nevermore and plummet towards the ground.

"Alas!" Alas heard Cheshire shout as he broke away from his opponent and came rushing towards her.

Alas felt new warmth coming from her nose and reached up to check it. When she touched her nose she felt a sharp pain shoot through her and when she pulled her hand away she realized it was painted red with blood. She then looked back down at the fast approaching ground and the cat leaping up to catch her. "No way am I going to owe that stupid cat any favors!" She thought to herself before she reached out her hand and activated her aura. Her aura began glowing brighter and brighter as everything around her began to slow down. A moment later her aura released a blinding flash that seemed to blanket everything and in that moment everything began to move in reverse. Cheshire returned to the ground and went back to his dual and Alas seemed to fall upward and land back on her Grimm. Then a gush of blood shot back into her nose as Ember pulled her fist away. "We could rid this world of its…" Alas was cut off as she pulled her face back out of the path of Ember's fist.

"Son of a… I thought for sure that would hit!" Ember cursed as the Nevermore swung around batted the monkey faunus away with one of its wings. Ember reeled backward for several feet before firing her thrusters to stabilize herself. She then glanced over at her opponent who had an unexpectedly furious expression. "What are you so but hurt about? I didn't even hit you! Hmm or did I… am I forgetting something here?"

"I see now why Mistress doesn't want to get you involved. You clearly don't understand anything other then violence. And if you can't listen to reason then you are no better then the humans!" Alas said in a harsh voice.

"I'm sorry, what did you say? If you want me to hear you dull you have to speak up. I am down to one ear now after all." Ember said mockingly while picking at bad ear.

Another vain in Alas's head began to pulsate before she gripped the reins tightly. "That's it your time is up monkey!"

"Bring it on witch!" Ember shouted as she switched her bracers back to machine gun mode and reactivated deployed her helmet.

While Alas began trying to blast Ember out of the sky with her magical onslaught, the battle between George Bolt and Cheshire was well under way. George and Cheshire's blades clashed over and over again and George would just keep narrowly missing as Cheshire teleported away. And nearly get cut in half himself as Cheshire attacked whatever side he left open. After several minutes of this both of them were becoming winded but showed no signs of stopping. "Come on kitty cat, what happened to all that vinegar from earlier huh? You tried to take us all on and now you can't even take me down all by myself!" George taunted.

Cheshire scoffed before speaking. "I just thought I would play with you for a little while. If I ended this too quickly it wouldn't be any fun. Besides if anything you should count your lucky stars you are only facing the two of us. If the princess and her crazy bull we're here it wouldn't matter how many of you there were you wouldn't stand a chance."

Cheshire's words did little to impress him given Cheshire's clearly worn down state but the terms he used did make the gears in his head start to turn. In other words it peek his curiosity. "What is this guy talking about? When he said Princess, could he have been talking about the Dragon Princess? If that's the case does that mean they are not working together? And who is he calling crazy? This guy calling anyone else crazy is with out a doubt a case of the pot calling the kettle black. As much as I want to prod this stupid cat for more information there just isn't any time." George thought to himself before jamming the handles of his blades together with a click. "I am George Bolt! I am a great many things but today I am a huntsmen and I am the one who is going to beat the ever living crap out of you!"

* * *

The howls of Beowolves and sound of rifle fire echoed through the jungle floor as the Black Wing forces swarmed the scouting team's positions from every direction while they rushed to meet them. Ruin watched through the scope of his sniper as the scattered and un-expecting members of his squad were each swept up in combat with what seemed to be an endless horde.

The approaching Grimm came in all shapes and sizes but the most horrific sight was without a doubt that of several large Grimm equipped with man made armor and saddles and each one was ridden by a heavily armed faunus in black Grimm masks. The enemy had the hunters vastly out number in this battle and with their leader George engaged elsewhere they were also cut off from their chain of command. Ruin knew he had to do something soon or things would only get worse for them. So he quickly activated his arm mounted scroll and sent out a distress signal to Ironwood's fleet as well as a signal to their hidden transport ship they had come in on. The signal notified the pilot of their situation and told him to prepare for an emergence pick up. He also activated one of the transport ship's rocket propelled weapon lockers and put in his current location. He was finally pulled away from his task when an Ursa broke through their defensive line and made a beeline straight towards him. "Oh crap!" He thought as he reached for his rifle only to be knocked down and pinned to the ground by a volley of Nevermore feathers fired on him from above. When he glanced up to see his attackers a look of horror came over his features. The Nevermore who had shot him was being piloted by a large Black Wing man and he was commanding the Nevermores to circled back around. "Are they targeting me?" He asked himself before the Ursa from before closed the distance between them raised its claws for an attack.

Ruin tried not to panic as he reached up for the mask covering his mouth and he pulled it down. The moment before the Grimm could take a swing at him Ruin's aura began to glow as he sucked in a deep breath and did the only natural thing to do, he let it out. **"AAAAAHHHHHHHHHHHHHHHHHHHHHHHH!" **Ruin released an ear shattering scream that seemed to make the very air around him vibrate violently. The Grimm reeled back and roared in pain but the pain did little to detour the beast from its mission to rip Ruin's throat out. **"YOU WANT MORE DO YOU!? FINE THEN, COME AND GET ME!" **Ruin shouted causing the Grimm to stumble slightly as each word seemed to impact it like a punch to its gut. The Grimm was shaken and nearly deafened so it couldn't hear the quickly approaching footsteps coming up behind it. Ruin was preparing another shout when he glimpsed a silver hammer being lifted over the Grimm's head only to instantly slam down on top of it. The force of the blow practically caved in its skull. The Ursa finally dropped to the ground and began to twitch for a moment before becoming completely motionless. And then the Pink form of Nora Valkyire who dealt the savage blow to the beast leapt over its broken body and began swinging her hammer wildly to deflect another incoming volley of feathers and destroy the set holding Ruin to the ground.

"Hey what are you doing lying down over here lazy buns? Do you need a hand getting up?" Nora said while offering Ruin her usual cheerful grin and her hand to help him up off the ground. Which of course Ruin reluctantly accepted both of her offers. Then the Pink berserker switched her hammer back into grenade launcher mode and began bombarding the skies with explosives causing the Nevermores to scatter. "That should buy us some time!" She shouted while turning back to face Ruin who was reach down to pull his face mask back up. Nora's expression became slightly annoyed before she reached over and grabbed Ruin's hand, preventing him from covering his mouth.

This action caused Ruin to shoot Nora a confused and almost angry look but. Nora didn't seem to be phased by it. So Ruin began to sign to her. "What do you think your doing?"

"So what that Grimm could listen to your voice but I can't?" Nora said jokingly before taking on a serious expression. "Ruin we are in a bad way right now. So we can't hold anything back, do you understand what I am trying to say?" Ruin nodded in understanding allowing Nora to let go. "Good, now lead the way!"

Ruin stepped forward and once again began taking in his surroundings. He noticed that team JNPR had taken up a defensive position just on the edge of the tree line but as more and more Grimm of ever increasing strength and size continued to poor out into the clearing it was quickly becoming compromised. While Sophia and her Paladin were focused on attacking the enemy and team RWBY along with Professor Bolt were offering support to Sophia and JNPR. Ruin was impressed that they were able to form some sort of battle strategy so quickly but it wouldn't hold out so he had to do something. Ruin pulled his trusty Screaming Banshee rifle from his back and took aim at several of the Black Wing members and blasted them off of their mounts. Each time he took one out the Grimm around them would begin to act less organized and more like the mindless beasts that he knows them to be. A good start he thought before signing to Nora to plug her ears and taking in a deep breath. **"EVERY ONE REGROUP ON THE DOUBLE!"**

All of the huntsman and huntresses along with Professor Bolt glanced back to see Ruin and quickly began to back peddle. Ruin and Nora also laid down some cover fire until they formed a circler formation with Weiss, Yang, Sophia, Jaune, and Phyrra defending the outer circle while the others laid down cover fire. "So he speaks! What's the plan Ruin!?" Yang asks.

Ruin nods to her and quickly begins to sign and Nora begins to translate. "He says that he called for help and we just need to hold out until it gets here. He also says that we should focus the Black Wings. The Grimm will be easier to handle when they are not being controlled by them."

Weiss scoffs slightly as a group of Beowolves being controlled by a pair of Black Wings charge their formation. "Easier said then done!" She shouts as she uses a glyph to increase her speed and dodge out of the way of the enemy's gun fire and slices through several of the charging Beowolves. She then leaps in the air over top of one of the Black Wing's and creates a glyph in front of herself as he unloads a clip of his assault rifle into it. Once she noticed his weapon was spent she pushed herself through the glyph catapulting herself towards him. The man's mask began to glow and his Beowolve mount stud up on its back legs and was impaled instead. The Grimm toppled over and the Black Wing rolled out from under it only to catch hot shot gun blast to the face from Yang. Yang quickly jumped onto the back of the second Beowulf and punched its ride off. The Beowulf went into a frenzy trying to throw the blond off but was quickly put down as Weiss shoved her blade into its side.

Sophia was focusing on taking out their air support and had already blasted more Nevermores out of the sky then she cared to count but more just kept appearing. "Dang it this is crazy! Just how many Grimm do they have anyway!? If this keeps up I am going to run out of ammo!" She shouted.

"Ya, me too! Ruby shouted as she fired the last round in her clip and pulled her only remaining spare from her satchel and snapped it in place.

Ruin began to sign once again causing Nora to step into action. "He says don't worry he has it covered!" And then almost on queue a rocket locker slammed into the ground in the middle of their formation. And Ruin went to work cracking it open to reveal a small stock pile of dust rounds of just about every type. He then reached into it to pull out a small suit case and placed it on the ground. Flipping up the latches he pulled the case open and a glowing orb shot up out of it. "Oh hey Spark!" Nora shouted.

The orb turned towards Nora and began to speak. "Spark at your service." Ruin nodded to Spark and grabbed a handful of ammo while the rest of the group began to load up as well.

Now with the group stocked up they had a chance but the enemy seemed almost completely endless and it was beginning to get to them. "This doesn't look good guys!" Jaune Ark shouted as he jammed the blade of his sword into the throat of a Beowulf only for five more to take its place.

"No crap vomit boy! Don't even think about give up!" Yang shouted back at him.

"We are doing all we can!" Pyrrha responded while unloading round after round of her rifle into the body of a large armored Ursa Major bearing down on them. The Ursa pushed forward and took a swing at her causing her to roll out of the way and it continued to charge until Blake leapt onto its back and rapped the ribbon of her weapon around its neck and began strangle it. While it was distracted Pyrrha charged in and used her semblance to bend the armor out of the way while she jammed her spear into the beast's heart killing it. Once the Grimm dropped to the ground Blake Rolled off of its head and pulled Pyrrha down as an arrow nearly struck her head. "An arrow, who shot that!?" Pyrrha quested before looking up to see a large man in a black cloak and a Black Wings mask holding a crossbow. And to each side of the man was an armored Ursa Major.

The man shot the pair of girls a dirty look before loading another arrow into his crossbow. "That Ursa was mine! I will teach you kids what happens when you mess with me."

"This isn't right! There is no way this is real right?! I just don't understand, how they surrounded us so fast?!" Yang Xiao Long shouted while dodging out of the way of a charging Ursa's path only to come face to face with an armored Beowulf being ridden by a Black Wing grunt. The Black Wing grunt pulled out his automatic rifle from behind his back and began to take aim at her. Yang quickly dived strait at the Beowulf's feet, causing the Beowulf to instinctively lung forward to claw out her throat. This gave Yang the chance to dig in her heels and deliver a savage uppercut to the Grimm's jaw and with an explosive discharge it was sent reeling back throwing the Black Wing grunt to the ground.

The grunt groans in pain as he hits the ground but quickly rolls to his feet and levels his rifle again and open fires as blond brawler charges him. Yang brings her gauntlets in front of her face to block most of the rounds while several others impact her aura and bounce off harmlessly. "Crap!" The grunt shouts as he tries to move out of Yang's path but is quickly grabbed by the collar and thrown backward before Yang jumped on top of him and slams her fist into his chest. The ground around him cracks and his aura flares violently as Yang's gauntlet discharges with another explosive dust round directly into his chest. "AHHHH!" He screams before passing out.

Before Yang could catch her breath, a pair of unarmored Beowolves charged toward her. She readied herself to intercept them only to watch as each of them cot a sniper round in their skulls. Yang spun around to see her younger sister Ruby along with her other two teammates Blake and Weiss slash their way towards her. She also spots Ruin in the center of their group aiming his rifle their way and she gives him a quick nod. Ruby's eyes meet Yang's just long enough for Yang to see them grow wide. "Yang, watch out!" Ruby shouts as she suddenly zips past her in a cloud of rose petals to block the sword strike of a female Black Wing warrior. Ruby pushes the warrior back before shouting back at her sister. "Yang, you can't get out of formation like that! If we don't stick together we're goners!"

"I know Ruby!" Yang shouts as she moves up to meet her sister. "Things have just gotten so crazy so fast. I didn't know what to do."

Weiss and Blake finally managed to cut down several more Grimm blocking their path and reunite with their teammates. Blake touched Yang on the shoulder before speaking. "Don't worry, as long as we are together we can do this!"

"She's right Yang! We have to work together to make it through this!" Weiss added.

By this time the Black Wing Warrior had regained her composure and was standing before them. She seemed to hiss as she began to speak. "Like it matters what you do humans! You had a lot of nerve to barge into our territory like this! We won't let you do as you please! I will personally send you all to meet your maker!"

Hearing the faunus's threats Yang jumped into a fighting stance. "Oh and what are you going to do!? Oh I know you can chew on a few of these!" She shouts while thrusting her fists forward and launching several rounds from her gauntlets at the warrior.

The warrior lets out a shrill chuckle while mask begins to glow and a set of massive armored claws broke through the tree line behind her and rapped around her body to shield her from the attack. "Is that all you got human!?" She taunted as the large armored Grimm the claws belonged to came crashing out of the tree line into view.

"A Death Stalker!?" Yang shouted as she and her team began to back peddle.

The faunus warrior's cackle became distorted as the black mask covering her face began to give off even more dark energy. "That's right humans! This one is my personal favorite, I call him Striker! Now then without further ado, impale them Striker!" She commanded causing the scorpion like Grimm to whip its tail around and thrust its stinger down on top of the group.

"Weiss!" Ruby shouted causing the white clad member of their team to rush forward and slam her sword into the ground to create a wall of ice to block the attack.

The ice shot up and cot the scorpion by the tail. "I got him!" Weiss shouted as she received a thumbs up from Yang but. The faunus warrior's mask began to glow again and the Grimm went wild and smashed the wall of ice with its claws. "What no way!" Weiss said as she began to back away from the beast.

"This is the end humans. It's best you stop give up this pointless struggling. If you do, I will be sure to make it quick and painless." The warrior gloated.

"Up yours snake! We are taking you out!" Yang shouted as she was quickly joined by her teammates.

"Suit yourselves, sick them Striker!" The faunus shouted causing the Grimm to follow suit and rush towards the RWBY Girls.

* * *

**Meanwhile Black Wing Jungle Base.**

Pyra sits in a dark room running her fingers through a book while a female Black Wing guard watches a set of monitors. "How is the battle going?" She asks the guard.

The guard tenses up slightly but quickly relaxes as she begins to recount what's happening. "Cheshire managed to stall them long enough for our main force to engage. Those fools whipped out most of the War Drums so we had little trouble leading the Grimm in. Rise and Set just engaged them so I doubt it will be much longer now Mistress."

"It's still taking to much time. We will need to end this quickly." She said before her scroll began to ring. And a voice automated caller ID voice kicked in notifying her who was calling. Pyra quickly reached into a near by bag to pull it out and through practiced movement went right answer call button. "You're almost in position? That is faster then I expected. No of course they will be there. Yes goodbye." Pyra then put the scroll back into the bag and stud up.

"Is everything alright Mistress?" The guard asked.

"Yes, it just seems we no longer have the luxury of taking our time. I am going out myself!" She then made her way towards the back of the warehouse they were in and up to a massive cage big enough to fit nearly one-hundred Beowolves. And a large dark figure with six glowing red stared down at her. "It's time to make yourself useful." She said causing the beast to lung forward and let out a deafening roar.


	27. The First to Fall

**Notes: This chapter took awhile but I really like how it turned it. I feel like it really displays the full extent of characters abilities. At least of the characters that is featured in it. As always hope you enjoy and if you have the time please let me know what you thought in a review.**

* * *

**The First to Fall**

*Click*

That was the sound Georges blades made as he snapped them together by their handles. Once he did so his aura began to glow and flow into the newly formed bow caucusing it to shimmer like a star. "I'm George Bolt! I'm a great many things but today I'm a huntsmen and I'm the one who is going to beat the ever living crap out of you!" He declared.

"What's this now? Getting serious are we? That's good, hacking you to pieces wouldn't be any fun if you weren't giving this your all!" Cheshire announced before he flipped this swords around so that the blades were facing down and breaking into a sprint towards George.

George cracked a smile as he drew a set of throwing knifes from his belt and began pouring his aura into them as well. He pressed one of the aura imbued knives to the handle of his bow and a thread of aura shot out from both ends of the weapon to meet it. When it did George pulled back on the thread and knife seemed to freeze in place as the aura around it stretched out from the bottom of it to form an arrow. "Let's see you chew on this cat!" He shouted as he released his grip on the arrow and with a boom it was sending screaming towards its mark.

"Your little toys won't work on me!" Cheshire boasted as he leaped into the air over the arrow as it struck the ground near where his feet had just been. The moment the arrow made contact with the ground it flashed bright white and exploded. Cheshire's eyes widened as the shock-wave cot up to him and sent him barreling out of control. Once again thankful for his cat like reflexes he spun around in the air and landed back on solid ground with both his blades planted into the soil for support. "Is that all you got chump!? You will need more than that to take me out!" He shouted as he stud to face his opponent who now gripped the ends of two more arrows. "Oh crap!" Was all he could manage before George released the arrows and Cheshire instinctively teleported out of the way just as the arrows delivered their aura based payload into the earth creating a crater big enough to bury a Bullhead in.

After the smoke cleared Cheshire was no where in sight and George quickly began scouring the tree line for the sneaky feline. "Come on out you **pussy**cat." George heard no response but his ears began to twitch and he spun around to spot a glint in the trees. He released another arrow obliterating the tree in question but there was still no sign of his target. "What's the matter, not so cocky now that things aren't in your favor!?" George spun again and fired as he heard another rustling in the trees only this time after releasing his arrow he spied a razor sharp sword flying towards his head. "AH!" George gasped as he jumped back and twirled his weapon to deflect the blade into the air moments before Cheshire reappeared above him to catch it and come down to deliver a strike only to be blocked by George again.

Cheshire and George had now been cot in another clash of blades as they pushed against each other with everything they could manage. "You think I'm afraid of your stupid weapon! It's all flash and no substance! Even if you had all the power in the world it would mean nothing if you can't even hit your target!" Cheshire roared.

"Your right, luckily I don't have that problem!" George retorted before he pushed back on Cheshire throwing the cat faunus off balance long enough for him to pull his blade's apart and take a swing at him with both. Cheshire quickly responded by flipping backward into the air to avoid the strike but the edges of Georges blades began to glow and extend as his aura surged outward carving a crimson cross into Cheshire's back.

Cheshire landed onto his feet and stumbled backward before falling to one knee and hissing in pain. "You cocky little, you are so dead!" He screamed before turning to look up in the sky to see Ember and Alas locked still locked in an aerial dance of roaring rockets and flashy spell slinging. Each one was trying their hardest to out maneuver the other and land a decisive blow but. So far it seemed nether one could manage more than a glancing strike. "Alas make yourself useful! I need another reverse spell!"

Alas glanced down at Cheshire and shoot him an intense glare. "Can't you handle anything on your own!? I'm kind of in the middle of something right now… AHHH!" She shouted before Ember cot up to her and switched the configuration on her arm bracers into what resembled a nozzle. She then gave her a wicked grin before pulling the triggers and causing a wave of flame to come spraying out towards Alas. Alas pulled on the reins of her Nevermore in an attempt to avoid instant fiery incineration and she did manage to dodge the first wave but. Despite Alas's best efforts Ember was quickly on top of her again and Alas had no choice but to use a defensive glyph to shield herself from the second wave fire. The fire soon engulfed her Nevermore lighting its feathers ablaze and causing it to release a tortured screech of pain before plummeting out of the sky along with Alas along with it. "Bloody useless beast!" She complained as she leapt from the tumbling Grimm down into the nearby tree line and disappearing under its canopy.

Meanwhile Ember was watching from above trying to catch a glimpse of her target under the foliage. When she heard a familiar and rather unsettling beeping coming from her helmet as a low fuel notification appeared on her heads up display. "Well crap, at least it looks like we are both grounded." She said as she decreased her thrust and dropped down into the middle of the forest where her target fell. Once she landed she quickly began taking in her surroundings. There wasn't any sign of her opponent other than the pile of ashes that use to be her Nevermore so Ember focused her faunus senses on locating the wild white rabbit. Moments later she heard the sound of snapping twigs and spun to face its source with her flamethrowers at the ready. She seen nothing but didn't drop her guard. "Be very quite I'm hunting rabbits." She mused to herself as she moved forward. She heard more snapping to her right so she spun again but still seen nothing. "If you don't come out soon I may just show you why I'm named Ember and burn this whole bloody forest to the ground!"

"You sure do talk a lot, it's so annoying." Alas taunted as she ran past Ember from behind causing Ember to spin around and ignite the ground behind her but by then Alas had already disappeared back into the dense jungle. "You have cost me far too much time, so I'm putting an end to this no hard feelings!" Alas declared as she appeared behind Ember once again. Like before Ember spun around and activated her flamethrowers but, instead of dodging out of the way Alas activated a glyph to block out the flames as she charged forward.

Ember didn't back down as she increased the focus of the flames on her enemy. "Come and get me snow rat!"

Ember's taunts had little effect as Alas pushed through Ember's wall of flame and reached out to grab hold of both her arms and lift them up over her head redirecting the roaring flame spout into the sky. Ember's eyes widened when she looked down into the red glowing eyes of her opponent. It was almost as if Alas's eyes were looking right through her, like she was gazing far into the distances and she was just an obstruction blocking her view. Ember wondered what kind of person would wear such an expression but before she could ponder it for too long Alas delivered a savage kick into the right side of her rip cage. Ember's aura flickered and she proceeded to screamed in pain as she struggled against Alas's surprisingly strong grip. Before she could break free Alas delivered another kick into the other side of her rib cage. Ember's breathing became heavy as she began to stumble. She tried to steady herself but before she could she heard a clicking sound and her eyes glanced up to see Alas had unhooked both of her bracers from her arms. Seeing a chance to escape Ember tried to pull away only for Alas to deliver her knee into Ember's chest. Ember arch forward and gasped allowing Alas to perform a back flip kick which nailed Ember in the jaw sending her flipping backwards and landing flat on her back. Ember groaned as she gripped her sides and tried to push herself up off the ground. The visor of Ember's helmet was now so cracked she was practically blind, so she pressed the button to retract it back into her flight pack allowing her to see Alas who was in the middle of examining her bracers intently. Noticing Ember's gaze Alas discarded the bracers and stepped towards her. "What will you do now, that you are without a weapon monkey girl?" Alas asked.

"I am a weapon, and don't you dare underestimate me witch!" Ember roared as she pushed the pain to the back of her mind and charged towards the white haired rabbit faunus. Once she got in close she took several swings at the Alas but only striking the air around her as she dipped and weaved around her. Each time Ember missed a punch Alas delivered another sharp strike to her rib cage causing her to wince in pain. "For the love of, hold still!" She shouted as she swung again only this time Alas pulled out her pocket watch and rapped its chain around Ember's wrist and twisted her arm around her back. "AHHH, let go! Get the hell off of me!" Ember screamed as she bucked back and forth trying to throw the white rabbit from her back.

"Would you shut up already?" Alas said as she hooked the chain around Embers neck and began to tighten her grip.

"I…can't…breath!" Ember huffed as she continued to flail and buck. Finally she pushed backward to get her feet off the ground and fired her thruster boots sending them both flying across the jungle floor and slamming into a nearby tree with enough force to nearly crack it in half. Alas's aura flickered and her grip loosened as she felt the weight of Ember slam into her and sandwich her between Ember and the tree. She quickly shook off the shock and reached out to grab hold of the chain but noticed that the tree they had just slammed into was starting to lean over and was about sure fall on top of them if she didn't move so she rolled out of the way just before it collapsed on top of Ember.

"Gees, is that girl crazy!? If she's dead the Mistress is not going to be happy about this." Alas said to herself. A moment later and the tree began to give off an aura like glow before it was lifted up off the ground and Ember emerged from underneath it. It was clear that Ember was the one hoisting it up and with one arm no less.

Ember's amber eyes were glowing with cold fury and she was now truly barring her fangs. Ember stud up and hoisted the tree up in her arms and pointed it at Alas. "I'm going to crush you!"

"By all means you're free to try." Alas replied before a glyph appeared below her feet. "Haste!" She shouted as she zoomed towards Ember in a blur.

"Take this!" Ember shouted as she swung the massive hardwood like a halberd. While Alas flipped over the first strike and dipped under the second. Then when she was only a few feet away Ember's aura began to glow even more intensely as she leapt several feet up into the air with the tree still in hand and she flipped it over and held it like a javelin before all of her aura seemed to shift into the tree. She then began to chant. "One ton, ten tons, fifty tons, one-hundred tons, five-hundred tons, one-thousand tons, five-thousand tons!" She shouted with each line adding more aura into the into the tree before she finally flung it down towards Alas. "Try this on for size, **Mass Driver**!"

"Really?" Alas scuffed as she dodged out of the way of the falling timber but the moment the tree struck the ground it was almost as if a meteor had struck as the tree completely splintered, the ground caved in around it, and shock wave shot out in every direction nearly knocked Alas off her feet. Alas's eyes widened as she seen a wave of dirt and wood fly up from the ground and coming towards her at a rapid pace. Alas turned on her heels and tried to speed out of the way of the approaching splinter storm but soon realized as it swept her up that it would be impossible. Once again Alas reached out her hand and her aura began to glow causing time to stand still. "Alright let's try that again."Alas said to herself as time played backward until the moment before Ember released the wooded death spear.

"Try this on for size, **Mass Driver**!" Ember shouted as she once again launched her attack.

"Not this time!" Alas declared as she fired a spell striking the tree in mid flight causing it to slow to a crawl. Allowing Alas to leap in the air onto the tree and run up it for a second jump putting her directly in front of Ember.

"What in the world!" Ember said right before Alas spun in the air and delivered a kick into back of Ember's head sending her flying back down to the ground.

Alas straightened herself out and began to fall back down herself trying to catch up to Ember in descent. Once she got in closer she fired another slow spell striking Ember from behind allowing her to catch up and grab on also slowing her decent down allowing her to land softly on the ground below with Ember's unconscious body in her arms. "This girl put up more of a fight then I expected. If she was his tough then should hurry up and get back to Cheshire before he gets himself killed again." Alas's black mask then began to glow before an armored Beowulf came running towards her from out of the tree line. Alas then lifted Ember's body onto the Beowulf's saddle. "This is not food you understand me!? Take her back to the base and no detours!" She shouted at the beast before motioning for it to leave and roared before it quickly disappeared into the foliage from wince it came. "That's one piece down, once the Princess returns to us we should have everything one we need."

* * *

"Alas! Alas where are you! Answer me damn it!" Cheshire roared into his ear piece while dodging arrow after arrow from Georges bow.

"It looks like your partner isn't going to be helping you Cat!" George taunted. Then Georges arm mounted scroll began to go off. It was an alarm that George dredged hearing in the field, he quickly snuck a peek at his scroll and his squad's aura meters were on display. Ember's aura meter was completely empty. "What!" She shouted as he pressed a finger to his own headset. "Ember this is George, do you read me!? Ember, are you alright!?"

Cheshire began to chuckle allowed. "It looks like your partner won't be joining us ether! I guess Alas finally took care of her!"

"No way, no fucking way! She wouldn't lose to the likes of you!" George snapped.

"Oh but it's quite true Mister Bolt." Alas said as she stepped out of the jungle while snapping on Ember's bracers. "You won't be seeing your teammate again so I hope the last thing you said to her was meaningful."

George's heart plummeted at the sight of Ember's bracers in the hands of the enemy. "You, what did you do to her you monster!" He screamed.

Cheshire then appeared in front of George and thrust the blade of one of his swords into his gut. George's aura flickered and failed allowing the blade to pass through and pierce him all the way through. "You shouldn't let your guard down poser." Cheshire said as he released the blade allowing George to reel back and crumble to the ground.

"Hey good work cat, now mop up the job. We don't need this one after all so do as you wish." Alas stated.

"Gladly." Cheshire responded as he strolled over to George who was hunched over gripping the blade in his chest. Cheshire raised his second blade over Georges head and gripped it with both hands. "Well it's been fun, you were not half bad for a human but this is the end of the line."

"I'm not done yet!" George snarled while he pulled out a set of syringes filled with a glowing red liquid slipped out of his sleeves and he quickly stuck them both into his arms.

"Whatever, just die!" Cheshire shouted as he swung for George's neck but before the blade connected George looked up and Cheshire's Amber eyes met with Georges bright red eyes and when Cheshire blinked George was gone. Cheshire's blade slammed into the ground and he stumbled forward. "What, where did he…"

"Cheshire behind you, you fool!" Alas screamed.

"What!?" Cheshire responded as he spun around just in time to see a set of claws dig into his throat.


	28. To Play the Villain

**To Play the Villain**

Cheshire clung desperately at the fresh gash that split his throat. His eyes were wide and his mouth hung open while his mind was locked in a state of utter bewilderment. It was as if he was completely unable to fathom the events that had just transpired. In his defense his memory had become a little fuzzy likely due to the blood loss but from what he was able recall he should have had the human poser dead to rights. At least he was fairly sure of it. No, he was completely sure of it. He had the cocky prick on his knees and was just about to claim his prize and then something went wrong. The poser injected himself with something. He wasn't sure what it was but it gave off a strange red glow. Then what happened? That's right the guy had just vanished right in front of him. He remembered turning around after that, he remembered hearing the sound of Alas's voice calling out to him. There was an uncharacteristic concern in his partner's voice that had made him uneasy. After that however was just a blur for him. And now Cheshire was wounded, quite badly if he had to wager a guess.

With that said he still couldn't believe it. He needed to be sure of it and it wasn't until Cheshire had pulled his hand away from the wound and he caught sight of his hand that he was. The deep shade of red that it had been painted in would have made him gasp if he were able and that realization is what had finally broken out of its stupor. He quickly grasped back onto the wound and concentrated his remaining aura on its location in a desperate attempt to close the wound and stop the bleeding. Then after the healing process had begun his eyes stopped staring off into empty space and became laser focused on his surrounding. They began scanning the area for the source of the attack that had nearly beheaded him.

Cheshire didn't need search long however as a moment later his eyes fell upon a dark red mass standing only a few feet away from him. He could tell there was a humanoid figure standing before him but he couldn't quite make out who it was. His vision had become quite hazy and if the deep red stains on both his clothing and the grass at his feet were any indication it was also due to the blood loss.

Cheshire closed his gaping mouth and clenched it to get the slack out of his jaw. When he opened his mouth again he tried to once again call forth his voice. "Hey… pos…er… th…at's…you…is…n't?" His question was followed by a short pause as he broke into a pained and blood splattered coughing fit. Then since the figure hadn't yet made a move he continued his questioning. "H…ow…did…you…do…th…at huh?" He asked the figure but it just continued to remain silent. Cheshire couldn't tell why it wouldn't respond but he was sure it was alive. He could feel its gaze burning into him. The strange thing though was that the figure's gaze was not menacing but rather its eyes seemed almost pitting.

However this type of behavior was almost worse than aggression in Cheshire's opinion. He had never been the type to care if a human hated him or cursed his name. Rather he relished the feeling he got from their glares because they meant he was getting to them. He wanted to fill their thoughts with fear and anger. Make them feel what he used to feel before his life had purpose. Pity on the other hand was one thing he had no taste for. And when he felt it Cheshire's stomach began to tie itself into knots and he felt his rage begin to build up within him. "Don't you dare look down on me, don't look at me like that you filthy human! I will kill yo… *Cough* *Cough* *Cough*" Cheshire snarled before being once again silenced by a second coughing fit. He coughed up clumps of blood and fell to his knees when he was once again hit by dizziness.

That is when the red figure finally spoke. **"What's the matter Cheshire? Cat got your tongue?"** It asked in a deep distorted voice as it slowly stepped toward Cheshire. When the figure came to a stop directly in front of the cat faunus Cheshire glared up at the figure and could finally make out their features. The creature certainly did resemble the boy he had been fighting moments ago but something was off. His nails had grown longer and sharp while his skin had been completely overtaken by bright red scales and a set of black horns protruded from its forehead. Cheshire wouldn't have believed that it was the same person if it weren't for the fact that one of his twin katana swords was still jammed through the creatures gut.

Noticing the focus of Cheshire's gaze had fallen to the sword in his stomach George reached down with one scaly hand to firmly grasp the blades hilt. **"Oh yeah, I guess you will be wanting this back now huh?" **He asked before in one swift motion he drew the blade from of his chest and flicked it fast enough to dispatch the crimson fluid that had been staining its so called stainless steel. And the moment the blade had been removed from George's chest the wound it had left behind started to release smoke and a muffled hissing noise as it began to seal shut and scales promptly grew over where it had once been. George spared only a moment to run his free hand over the now fully healed flesh before he hoisted the sword up horizontally to make sure Cheshire could see it. **"Here you can have it."** He told the cat faunus. Cheshire looked skeptically of the offer but wasn't about to pass up a chance to reclaim his weapon from the enemy. However right before Cheshire could grasp his blade George had reach up his free hand to grasp the business end of the blade and this sudden motion caused the cat faunus to pull away and prepare for a sneak attack. Such an attack never came, however what did happen was far worse. George now with a hand a both ends of the sword began to apply presser on it forcing the two ends towards one another. Instantly the blade began to flex and warp under the strain until it finally gave out snapping in two. Then George promptly dropped the two halves on the ground at Cheshire's feet. The whole time he had a satisfied smirk plastered on his face.

As Cheshire watched his shattered weapon fall to the ground his wide eyes began to twitch. "You…how… could, no…ho…w…dare…you?!" Cheshire groaned out as he reached over and held up the two broken halves of his weapon. After inspecting them for a moment his eyes shot back up to glare into George's bright red orbs with just as much venom and hate as George was now directing at him.

For most huntsmen and huntresses their weapon was considered an extension of their being. Many invested hours if not days in designing, testing, and redesigning their weapons until they were the perfect match for them. During this long process it wasn't unusual for some type of a bond to be formed between the weapon and its wielder. And when that happened, the weapon in its essences became a part of that hunter's very soul. So suffice to say, watching ones weapon being destroyed right in front of their eyes could fill many with a feeling of loss, anger, or even resentment. These types of feelings were not unusual for huntsmen to feel in times like these. However Cheshire was not a hunter, nor was he a weapons developer. He had never spent hours at a workbench fine-tuning his Katana Swords. That's not to say he didn't take good care of his swords but they had just come as they were. They had no moving or interchangeable parts to fiddle around with, just good old fashioned folded steel. That was the way he had always liked it and they had never let him down before. So just like hunters created a bond with their weapons based on the work they put in, Cheshire had his own kind a bond. And his bond had just been stumped on by a lowly human. That was something he just couldn't accept. He would make him pay even if was the last thing he did.

**"Sorry, I didn't catch that. Do you think you could speak up?"** George taunted.

Without breaking eye contact Cheshire forced himself back on his feet. His amber eyes filled with a raging tempest of emotion but none stronger than his determination. "Sor…ry. Allow…me to try that again!" He roared as the wound on his throat finally closed itself. "Do you have any idea what you've done?!" the cat faunus asked. George only lifted an eye brow in response as if to say that it was a silly question. After a moment without receiving a proper response Cheshire broke into a fit of manic laughter. "That sword was an original! It was forged over one-hundred years ago before the great-war had even been waged! It's worth a lot more than your worthless life and even if I kill you a thousand times it won't be enough to pay off your debt! However don't think that means I do plan to collect!" He declared as he lifted his remaining sword tightly griping its hilt in both of his hands. "I will collect even if I have to kill you one-million times over!" Then with that statement still hanging in the air he seemed to pop out of existence.

George let a devilish grin come over his face as his body became a blur of motion. He dodged out of the way just before a massive blast of what seemed to be magical energy erupted from the space the two had just been standing. The ground itself got ripped apart and lit ablaze before freezing in place like time had just stopped flowing within the blast zone. Then George's attention snapped back towards the white haired rabbit faunus Alas who seemed to have been the source of the attack. A clock like glyph surrounded her feet and several more glyphs were hovering above her head with each of them acting in tandem to collect loose dust particles from the air and focus them into energy. A quick glance at the girl's expression showed that she was furious. Even though her face was partly obscured by her black Grimm mask it was hard not to notice the burning rage in her gleaming red eyes and the ridgedness of her clenched jaw.

George huffed before speaking into an empty space above him. **"Ah I see, so you were just buying time so your partner could build up power for her attack. That's quite clever for a brainless manic like yourself, isn't that right Cheshire?"** The moment George posed his question almost on queue Cheshire appeared in the once empty space with his blade aimed at Georges head.

"Shut your stupid face freak! Don't think you're so smart!" Cheshire screamed as he brought the blade of his weapon down on the red scaled hunter. This time however George made no effort to avoid the attack but instead simply lifted the palm of his hand above his head and caught the blade in his grip. A low grinding sound akin to the sound of metal scraping against metal was released upon George's hand making contact with Cheshire's sword and soon after the ground beneath George's feet began to crack and brake apart. The force of the blow caused George's knees to bend but they did not buckle and his aura flared out slightly. Otherwise however the attack seemed to have had no visible effect on the huntsman in training. No blood was drawn and no pain was visible on his features.

Seeing this Cheshire's mouth fell open once again and George looked up to meet the cat faunus's gaze. The look of shock on Cheshire's face made a smile come over George's. And George promptly tightened the loose grip he had on the blade to hold it in place. "What are you seriously!? You caught it with your bare hands!? Just what the heck are you!?" Cheshire questioned when he realized George had his weapon in a death grip. "Hey asshole let go ready! Dang it why won't you just let go!" He hissed as he thrashed back and forth while pulling on the hilt of his sword trying to force it free from his opponents grasp.

**"Tell me cat have you ever heard of the Dragon Kin?"** George asked his captive audience. The expression that ghosted over Cheshire's face suggested that he had but rather than answer he just glared down at George and continued to fight against the hunters grip. Seeing that the cat wasn't in the talkative mood George just went on with his explanation. **"The Dragon Kin you see are a very rare type of faunus. And they are said to possess many special qualities. Like just for example they have things like enhanced strength, vitality, and scaly skin that is as strong as steel, just to name a few."**

Then Cheshire's eyes narrowed at his opponent as he began to understand and then he scoffed at the other boy before finally speaking. "You really are a freak aren't you?" He asked in a mocking tone before his eyes flickered over to his partner Alas and when he seen what she was preparing they widened in terror. "Oh crap, screw it!" He shouted a second before he teleported away abandoning his sword with his opponent.

Curious to see what could've frightened the cat so much that he would run off without his favorite toy George turned around to glance back a Cheshire's partner. The rabbit faunus had now gathered all of her clock glyphs together in single file line all of which were pointing in his direction and emitting a rather alarming humming noise, like they were building up to something big. **"Interesting, is this your big finisher I wonder? Let's see what it can do then!"** George roared right before his body once again turned into a blur of motion and the already broken ground under his feet was completely blown away.

"You're a fool!" Alas declared before thrusting her hands forward and channeling her aura into the line of glyph's causing the hands on clock faces to rapidly speed up and a moment later a massive blast of dark green energy erupted from the other end threatening to completely devour George in its wake.

**"Sorry I'm not that easy!"** George declared before he quickly kicked off the ground to propel himself out of the dark waves wake and once he had he turned his head just in time to see the wave hit the tree line behind him. Oddly enough it didn't destroy the trees but rather seemed to age them. In fact it aged them so fast that they rutted them away almost instantaneously. And the grass under the wave faired no better as it was quickly reduced to nothing more than dry crumbling topsoil. George did note however that the rocks in the blasts path remained mostly unaffected. This was likely due to the fact that a rock didn't have any life to lose. Unless a rock experienced some sort of friction it should be able to last indefinitely. With that in mind he refocused his gaze on his opponent who was wearing an aggravated expression and was biting her lip hard enough to draw blood. It was clear she was less than pleased with his survival. **"Oh, you don't seem to happy darling. I'm guessing that was a one shot deal huh? Too bad, that was a pertly cool att…"** Before George could finish his statement the world seemed to warp around him until it snapped.

* * *

**"Let's see what it can do then!"** George shouted before suddenly being hit with a massive case of déjà vu. "Wait what was I just doing?" He asked himself with a baffled expression plastered on his face.

Alas mouth curled up into a smile. "I told you already, you're a fool!" She declared as she released her ultimate attack once again.

George's eyes widened as he realized his mistake. **"Oh, crap!"** As the words lift his mouth his body was already in motion propelling itself up into the air out of the way of the wave of death that quickly engulfed the ground below him. **"What the heck just happened to me? How could I have just zoned out like that?! My teammates would kill me if they seen that display!"** He berated himself but before he could find an answer the world around him seemed to freeze, warp, and once again snap backwards.

* * *

**"Oh, crap!"** George shouted as he prepared to jump into the air to avoid his opponents attack but right before leaving the ground he noticed that his opponent suddenly adjusted their aim and before he could stop his feet from moving he was already airborne. It was all he could do to change his angle of accent allowing him to just narrowly avoid a wave of green death that evolved the space he would have been otherwise. However he had cut it far too close and his left arm was not as lucky. The green energy shot through his arm and in seconds his scaly flesh and muscle tissue under it melted away leaving nothing behind but dry bone matter. Strangely despite the gruesome display George felt no pain or even discomfort as his arm was dissolved. Just one moment it was fine the next it was a decade husk. And what was most disturbing to him was the fact that neither his aura nor his armored skin did a thing to protect him from the attack.

"For the love of Monty, I don't have nearly the time for this ridiculousness! So why don't you just lie down and die already!?" Alas ranted angrily causing George to be shaken out of his puzzled thoughts to focus on her. Then he watched on as the faunus girl lifted one of her hands up with her palm facing towards him. The same green energy as before was beginning to emanate from her palm while her aura followed suit glowing brighter and brighter. George wasn't sure what she was trying to do but he tried to limber up in case he needed to once again get out of the way in a hurry. However what followed wasn't an attack, instead it was a pained scream. "Ahhhh! No, not now!" Alas wailed as her aura seemed to flicker out and the green energy dissipated. "Dang it, it was too much!"

Not quite sure what to make of the situation George glanced around the area to make sure it wasn't some kind of trick. He though that she might just be trying to lore him into a false sense of security. Once he was satisfied no attack was coming he decided to speak up. **"I'm not really sure what's going on here but it seems like your running out of steam. In that case I guess it's about time I finish this!"** He stated as he flipped over Cheshire's sword which he was still griping in his right hand by the blade so that he could now grip it by the hilt properly. Then he swung it at the remains of his left arm hacking off the decade remains and letting the husk fall to the ground to crumble to dust.

This action caused the rabbit faunus to give him a confused look. "Why did you do that for?" She asked.

**"No since on holding onto dead weight is there?"** George responded while giving the rabbit a small shrug, which much to his dismay was now a lot harder without one of his arms to add emphases. He knew he should be more concerned about losing a limb than he was but being a proud member of the Atlas Military did have its perks. One of which included sweet bionic replacements for just these times situations. Though that was later, right now he still had an opponent to beat and a partner to save so there was no more messing around. With that thought in mind he broke into a sprint rushing directly towards the rabbit faunus.

Alas's faunus instincts quickly kicked in allowing her to take up a fighting stance while she broke apart and spread out her glyphs. She couldn't use her trump card anymore but she still had her magic at her disposal and she knew just how to use it. Once Alas had her Glyph's in position she began thrusting her hands forward like she was punching the air and the glyphs reacted by launching magical blasts in George's direction. Much to her annoyance the strange human continued to be elusive. George flipped, side stepped, dunked, and dived around every shot Alas fired at him effortlessly. Alas couldn't believe what she was seeing, his speed and agility were far beyond that of any faunus she had ever seen let alone a human. While Alas launched her attacks she was trying desperately to keep distance between her and her lightning fast attacker but it proved nearly impossible. Every second George was coming one step closer to bearing down on.

Alas knew needed to try something else so she reached into one of her pockets to fish out her trusty pocket watch. It wasn't much of a melee weapon but it was far better than trying to fend her opponent off with her bare hands. However before she could pull the watch from her pocket George had finally closed the distance and was now swinging Cheshire's sword with the blade aimed right for her throat.

Before Alas could react to the attack herself the space between her and George began to ripple. Then Alas heard the voice of her partner Cheshire call out to her. "Alas get down!" He shouted a second before he popped into existence in the once rippling space between his partner and their opponent. George's borrowed blade was promptly intercepted by a set of familiar short swords that were now wielded by the vanishing feline.

George glanced down at the weapons being held by his opponent and found that Cheshire was now wielding his own weapons. Weapon being the only thing George could call them since unlike most hunters he had never named them. Not because he disliked the weapon but rather because they were not weapons of his choosing. Those blades had been given to him by the eggheads back home to test out and so they were never really his. Because of this he just never had much sentimentality for them. With that said however, he still rather liked the feel of having them in his hands and the way his aura was able to flow through them so easily made them very special to him even if he had no real emotional connection to them. **"Those belong to me, give them back!"** George demanded.

George's response caused a smile to come over Cheshire's face. "Sorry you know the rules, finder's keeps. You really shouldn't leave something so valuable just laying around you know." He retorted as he fought to hold George off.

George let out a slow sigh. **"Suit yourself."** He groaned as his aura began pouring into his barrowed katana sword. The energy stretched out past the length of the blade nearly doubling its length and causing its edge to become super heated allowing it to begin slicing through his former weapons.

Realizing what was happening Cheshire's expression became slightly panicked. "Ah Oh, Hey Alas a little help here!" He shouted back at his partner who was already a step ahead of him. Her arms were both raised towards George and a set of nozzles were extended from each of her stolen bracers. Alas nudged her head to signal Cheshire to get out of the way and he quickly took the hint and vanished into thin air. Good thing he did because not even two seconds later and Alas squeezed the built in triggers releasing twin streams of roaring flame that quickly engulfed their opponent.

Alas's smirk had returned now that one of her attacks had finally connected but it was short lived as George began wading through the flames towards her position seemingly affected. "What, you got to be kidding me!" She complained.

**"Sorry to tell you this but Dragon Kin scales are fire resistant."** George stated in a matter of fact like tone before kicking off the ground and throwing himself forward through the flames and with one swing of his sword he cut both of the stolen bracers free from Alas's arms causing them to fall to the ground broken and hissing sparks. This caused Alas to jump back in fright and when she did she tripped on some loose soil and toppled over onto her rear with a thud.

George stopped for a moment to inspect the bracers lying on the ground and grimaced. **"Just as I thought these don't belong to you either so I will be taking them back when we are done here. First however I have a question for you."** He declared before he jammed his borrowed sword into the ground and he stumped forward to grab the faunus girl by the head and hoist her up into the air. Alas squeaked and started to squirm desperately in his grip but it only made him grip even tighter which caused the black Grimm mask covering the upper part of her face to shatter into pieces and litter the ground at their feet. Now with the girls face partly revealed George pulled her in closer to look directly into her eyes before speaking. **"First you are going to tell me where Ember is and what have you done with her!"** He demanded.

Alas began to chuckle as she looked down at her capture. Their red eyes meeting and each exchanging equal amounts of contempt. "Where do you think she is huh? She's six feet under where you humans all belo…AHHH!" Alas was cut off as George strengthened his grip further.

**"Hey did you know this serum I'm currently using is a new blend? And you see it's still a little incomplete. I wasn't planning on using it so soon but you kind of forced my hand. You see I wanted to great a blend that maximized my physical strength, speed, and durability so I did some research to figure out what faunus displayed these traits best. What I ended up with was a mix of Bull, Lion, and Dragon Kin faunus DNA. The strength, speed, and vitality advantage this mix gives is indeed incredible. However since it hasn't been properly tested there's one problem with it I didn't foresee until now. The problem being that, no matter how hard I've tried I just can't seem to bring my aggression levels down to a safe level. I feel so very angry right now that I can hardly keep myself from crushing your skull like a walnut! Now then, I know you're lying, so why don't you just tell me the truth before it comes to that!"** George threatened.

"Go strew yourself you abomination!" The rabbit faunus hissed through clenched teeth.

George let out another low sigh before shaking his head in disappointment. **"It's a shame really. Now that I got a good look at you, you're actually kind of cute. Oh well, Ember's enemies are my enemies so I guess there was no way around this!"** He roared as he tightened his grip further causing Alas to begin to scream and flail violently as crushing pain shot through her skull like lightning.

"Stop it you freak!" Cheshire screamed as he warped in on George's right side and took a swing at the boy's last remaining arm with both of his weapons. Without releasing his prey George jumped up off the ground and delivered a bone shattering kick to Cheshire's gut causing his aura to sputter and die as he was sent flying backward and crashing through a tree where he came to stop and lied motionless.

"Che…shire…" Alas groaned.

George chuckled to himself almost manically as he took in the sight of his defeated and nearly broken opponent held aloft by his draconic claws. **"Hey how crazy is this scenario? To an outsider looking in, I almost feel like they would think I'm the villain in this situation."** Alas's tried to respond but could only manage a weak groan as she continued to flail around in George's iron grip. Despite himself George couldn't keep a grin from spreading across his face while watching his once powerful enemy struggle so desperately. **"You know though, I think I'm finally starting to see why you guys enjoy this type of thing so much. Being heartless and cruel! Having all the power but none of the responsibilities that come along with that power! This feeling, it really is liberating!"**

"And… you people… call us… crazy?" Alas finally managed to retort.

George's burning red eyes narrowed on the rabbit girl in his grip while all traces of amusement seemed to leave his features. After a moment of silence he allowed himself to scoff. **"I guess you would know all about crazy wouldn't you? After all they do say it takes one to know one."** He retorted before he strengthened his grip on Alas's head causing her aura to flicker violently one last time before it completely failed.

The moment Alas's aura fell away she released a shriek of pain as felt the full vice like pressure fall upon her skull. The sudden pain she felt was so intense she could no longer formulate anything even remotely resembling a language. Almost all thought was lost in this pains intensity. The only thing that her mind could process was that she was likely about to die and she needed to do something. She tried to struggle but she had no strength to break free. She tried to rewind time but had no aura left to activate her semblance. She tried screaming for help but she could no longer speak.

With no options left open to her Alas felt her will to fight slip away. The fact that despite his words George still considered himself a 'good guy' and wasn't the type to internally kill his opponents was lost on her now. Her body would no longer respond to her commands. There was nothing she could do, she had failed. Alas felt her vision tunnel as she began to black out. Then right before everything went black she spotted something move in the corner of her eyes. A red garbed figured surrounded by a strange darkness, a darkness that almost seemed alive. "Mis…tress? I'm… sorry…" She thought to before finally slipping into unconsciousness.

**Special Extra OC Interview with Alas**

"Hello once again my dear readers, that's right it's me your friend Sillva. And as I'm sure you've guessed by now we are here for another interview. If you missed the first one you can find it in Cardin and the Snail Girl Chapter Remembrance Team Chorus. Last time we interview the snail girl herself Cail (Last Name Blocked). Now where is here? Well in the Black Wings jungle HQ of course.

"Hey who are you? How did a human get in here?!" Alas shouts as she rushes towards me only to stop dead in her tracks when she realizes who I am. "Oh it's you again, don't you have anything better to do? Like I don't know finish righting this story?"

"Oh, Alas your such a crack up. So do you happen to have a few minutes to spare for an interview? Our fans are dying to learn more about you."

Alas sighs and pulls out her pocket watch to check the time. "Fine if it will get you out of here. You have ten minutes."

"Alright, you ready for the first question?" I ask while busting out my note cards.

"Yes, now can we hurry this along!?" She groans.

"Very well, the readers were wondering just how old you are. Care to fill us in?" I ask.

"Don't you all know it's rude to ask girls such things? Oh well, if you must know I am four and a half years old." She responded in her usual standoffish tone.

"Come on Alas, I thought we were being serious. This is for the fans remember?" I responded.

Alas gave me a confused look. "I am being serious. I was born on February 29th after all. So my birthday only takes place once every four years. If you wanted to know how long I've been alive you should have been clearer. I have been alive for about 18 years, 5 mouths, 21 days, 12 hours, and 31 minutes. Are you happy now?" She asks while shooting me a glare.

I have to take a moment to adjust myself before responding. "Yes, thank you Alas. Anyway let's move onto the next question. It's about your name."

"What about my name?" She asks while raising an eyebrow.

"Well alas is a commonly used word in the English language but it seems rather odd for it to be used as a persons name don't you think? What chain of events could have come about in order for you to possess such and unusual name?" I ask.

Alas seemed taken back by the question. Both her tone and appearance became far more somber when she began to respond. "I guess it is unusual huh? It's been awhile since I had to think about. You see I was born to an unfaithful mother. Despite the fact that both my mother and father were human I was born a faunus, needless to say my father was furious but for one reason or another they stayed together. I was very young at the time so my memories of them are vague but, from what I do recall they were in the public eye a lot and liked to play the part of well adjusted family. So they would give me what I needed to survive but nether of them really seemed to care for me very much." Alas seemed to realize that she sinking into her seat and took a moment to sigh and straighten herself.

"Umm, if this story is too difficult we could move onto another question. I mean we could always save it for a real chapter." I tell her.

Alas shakes her head. "No it's fine. The story is almost over anyway. You see my father was the one who chose my name. My father considered himself a just and forgiving man but, that couldn't be further from the truth. You see by allowing my sinful mother stay with him and offering me a home he felt like it entitled him to do as he pleased. It is not like he ever truly forgot or let alone forgave my mother and it's not like he had any love for me what so ever. He just wanted to use me as a symbol of her betrayal. That's why he named be Alas. That way mother could never forget that I wasn't what they wanted." She explained as her voice began to crack and tears started to roll down her cheeks.

"I'm sorry, I had no idea your childhood had been so traumatic. Seriously I don't recall writing any of this." I said while trying not to sound as nervous as I actually was at the time.

She nodded to me while wiping away some of her tears. "It gets worse." She choked out which actually made me cringe slightly. "A few years of that mental abuse and mother simply couldn't take it anymore so she tried to kill father. It was a grave mistake however. You see father was a specialist in the Atlas military at the time. Mother was just a civilian with next to no combat training so she was the one who ended up dead instead. And of course since it was self defense father got off scot free. To his credit though, father still kept me around after that if only to keep up appearance. We spent the next few months like that before my real father found out about what'd happened to my mother. My real father had joined the White Fang by then but he still had feeling for her, so he wanted revenge. Using his connections he had no trouble tracking us down and when he did, he killed my father in his sleep. Funny enough he had no idea about me at all. He only knew that my parents had a daughter. So I think he had planned on killing me as well but, when he realized I was his he lost his nerve. Since I had no where else to go and biologically I was his daughter, my real father took me in. That's when my life really turned around. He fed me, clothed me, and trained me to become a member of the White Fang and fight for the rights of our brethren. And when I was finally ready he introduced me to the person who gave me a reason for being."

"Wow that umm, sure was something. You know I only asked about your name. I didn't expect your whole origin story. Is all that really true?" I ask.

"Nope, I made it all up." She says with a straight face.

"What, but you were crying?!" I shouted causing Alas to pull out and show me a small bottle of fake tears. "When did you, who did you, why did, oh never mind!" I rant as I feel the beginnings of a headache coming on. "Can you just tell us how you really got your name?"

"Hey don't get so bent out of shape just because I'm better at telling stories than you." She taunts causing me to shoot her an angry glare. "Oh is that a sore spot my bad. If it will make you shut up and leave me alone then fine," Alas huffs. "I'm a criminal remember? I can't just go around using my real name. Why, well because that would be stupid! So that stupid cat and I had decided to pick out code names to use in the field."

"Alright fine but what made you choose Alas of all things?!"

A small smile came to Alas's lips. "Because that stupid cat chose Cheshire and wanted me to choose Alice so we would have a matching set. So instead I went with Alas to constantly remind him that you don't always get what you want. And just so you know it still pisses him off to no end." She said while letting out a light chuckle. "Oh and by the way fans, you can still pronounce it as Alice if that's easier for you, it's not incorrect. The only one who isn't allowed to call me Alice is Cheshire okay?"

All I can do is just shake my head in frustration because I'm only now realizing that I have created a monster. "Listen Alas, Alice, whatever. We're running low on time so how about we move onto the next question?"

"Sure, I'm ready." She responded.

"Are you going to answer seriously this time?" I ask.

She gives me an almost offended look. "Of course, I have been serious this whole time!"

"Sure you have." I said dryly. "Anyway onto the next question, is it true that you're albino? And if so, what is it like to suffer from such a condition?"

Alas rolls her eyes. "What the pale skin, white hair, and bright red eyes weren't a dead enough give away? Yes I'm albino. And it's not so bad. It's kind of like being a vampire, you know just minus all the cool superpowers. My skin doesn't really tan it just kind of burns when it's exposed to the sun for too long and my eyes are very sensitive to the light. Luckily my Mistress doesn't much care for bright warm places either so it works out. Mistress always picks the best places for our hide outs. About the only place I can't stand is this one, our Jungle HQ's location was chosen out of necessity not comfort, so there isn't much that can be done."

"Hmm I see, I could have done without the sass but it was very interesting nonetheless. Alright, it looks like we have time for just one more question. We all want to know, just what is you're relationship with Cheshire?" I ask.

Alas gives me a confused look for a moment. "What do you mean relationship? I mean we've known each other for a long time now but it's always been a professional relationship. Well as professional as a group of revolutionaries can be." She responds.

I nod along. "I see and do you think your relationship will ever become more than that?"

Alas's eyes began to narrow until they were laser focused on me. "No, there's not! And don't think I don't know what your doing!" Alas shouts as she stands up from her chair and points an accusing finger at me.

I cock my head to the side and fain innocence. "Whatever do you mean Alas?"

"You're trying to Ship me with that stupid cat aren't you!? Oh that is so typical! Just because we spend a lot of time together doesn't mean we have feelings for each other!" Alas roars as she stomps her feet on the ground.

"Oh calm down now Alas, nobody is saying that. With that said however, if it's what the fans want then…"

"I said No! Screw the fans! I refuse! I will not be paired up with that selfish asshole and you can't make me!" Alas rants.

"Now you shouldn't say that Alas, I'm the writer you know? Technically I can do anything." I retort in a menacing tone.

When I said this, Alas shot me the coldest most blood thirsty glare I have ever been on the receiving end of. "I would like to see you try!" She hissed in an even more threatening tone.

A wicked grin spread across my face as I pulled out a pen and my note pad. And the sight of which caused Alas to flinch slightly. "Alright Alas, you asked for this." I retorted before pen met paper and I began to write.

"Hey what are you doing!?" She asks as Cheshire finally notices the interview set in the middle of their HQ and comes over to investigate. Noticing his approach Alas feels her heart shoot up into her throat. "Hey stop it!" She yells at me. "I mean it quit! Don't make me hurt you!" She threatens as Cheshire steps onto the set.

"Hey Alas, what's going on here!? What's this filthy human doing in our base!?" Cheshire shouted venom practically dripping from every word as he inched his way closer until he stud directly in front of Alas glaring down at her. "Did you let him in here?! If you don't want to die you better answer me rabbit!?" He roars as he grabs Alas by the collar.

"I, I umm, it wasn't…" Alas suddenly hit by nervousness, she wasn't used to Cheshire acting so aggressive towards her. She had known that he was passionate about their cause but, she was never sure just how much until now. She almost found his level of commitment respectable. Not that she would ever tell him that. The chances of that were even less then her really betraying them. Not that she would but the thought that he wouldn't hesitate to kill her if she betrayed them sent a shiver down her spine.

With that said Alas couldn't tell if the shiver was one of fear or perhaps something else entirely. Could it possibly be excitement? "No it couldn't, now would you better stop writing nonsense!?" Alas cuts in as she pulls away from Cheshire's grip to glare back at me.

Then Alas's attention was brut back to Cheshire when he genially places his hands on Alas's shoulders. Alas could feel grip tighten and his fingers beginning to dig into her skin. On reflex she pulled back one of her arms and clenched her fist so she could beat him off of her. However when her eyes focused on Cheshire something seemed off. His head was now hanging low and shoulders were shaking. "Are you crying?" Alas asked as she raised an eye brow.

"I've lost too much Alas. I can't lose you too, you know that right? You're my lucky charm. If even you give up on me I don't think I keep on going. I know it sounds selfish and stupid but, if you really want to leave then you will have to step over my dead body." Cheshire declared in a sober tone.

Alas just looked back at me. "Really, you suck!" She jeers as she steps closer to Cheshire and pulls him into an awkward hug. "It's okay you stupid cat, I'm not switching sides and I'm not going anywhere so don't worry." Cheshire nods as he leans into the hug and raps his arms tightly around her waist and pulls her in closer while she begins to rub small circles on his back. Felling like she's weathered the worst of my attack Alas lets out a sigh of relief and glances back at me with a proud grin which faded when she noticed my own. Suddenly Cheshire's grip around Alas's waist tightens as he hoists her up off her feet and bringing their faces to eye level. "Umm, Cheshire what're you doing?" Alas asks apprehensively.

"Alas the truth is," Cheshire paused as looked longingly into Alas's bright red orbs. He had always thought her eyes were beautifully in an otherworldly kind of way. Like two blood stained moons reflected in pools of endless white nothingness. He had to force himself to look away from them he had to finish what he started. When he did he found his eyes drawing lower, down to Alas's pale red lips. "The truth is that I have always, for you…" He tried again as raised a hand up from her waist to lift up her chin.

"Cheshire, what're you…" Was all she could get out of her mouth before she felt a sudden jolt shoot through her brain as Cheshire's hand came to rest on her chin, she soon realized that his face was inching closer and closer to her own. When brain finally caught back up to her body she suddenly felt her heart begin to pound in her chest completely out of her control. "Stop it, my heart's fine!" She shouted back at me before glancing down at her own chest and grimacing. "You traitor." She whispered to herself. Alas looked back into Cheshire's amber eyes that were closer than ever and she could see the burning desire within them.

Alas new she was almost out of time and she could feel a surge of heat coming to her face as she braced herself for what was about to happen. "Alas, I need you!" Cheshire declared thrust forward the rest of the way pulling Alas in for passionate and forceful kiss. Alas struggled in vain to break free of Cheshire's iron grasp. As much as she didn't want to emit it physically speaking he was far stronger than she was. And her strength was fading fast. She knew that she needed to figure out something and soon or it would be too late. She could already feel her limbs beginning to go to mush and her mind was starting to blank as well. She couldn't let this ship happen. She couldn't let me win no matter what it took.

After managing to clear her head enough to think for a few seconds Alas knew she only had one way out of this situation. Her last resort when everything goes wrong. So she tried to lifted her hand and focus her aura but her hand dropped limp and her aura went haywire when Cheshire deepen their kiss and forced his tong into her mouth. She couldn't stop herself wondering how he got so good at this. "I… am… not wondering that!" Alas spat when Cheshire came up for air. Cheshire breathed in deeply before closing in once again. Before he connected Alas got feeling back in her arms and realizing it was her chance. She lifted her hand and forced as much aura into it as she could manage. When she did the world around them seemed to freeze in place with Cheshire's lips not even an inch away from her. Then everything seemed to snap backwards with a pop.

* * *

**A Few Moments Earlier**

"Alright, it looks like we have time for just one more question. We all want to know, wait hold on a minute. Didn't I already read this question? Hey Alas did you…" I ask as I turn to glance at Alas who cheeks are painted red and looks like she had just ran a marathon. "Hey what happened? You don't look so good."

Alas just shoots me a hateful glare before staggering to her feet and marching of set. Once she's a few feet away she turns back to look at me. "To answer your question, it's never going to happen!" She declared before running off.

"Umm well that was interesting I guess. Remember readers, the writer can be both your best friend and your worst enemy. It's really all about prospective. And with that see you all next time. Remember to leave your suggestions for next item."


End file.
